ARTICLE 1 INTERPRETATION

1.1                   Definitions

1.2                   Meaning of “Outstanding”

1.3                   Interpretation

1.4                   Headings, etc.

1.5                   Language

1.6                   Time of Essence

1.7                   Successors and Assigns

1.8                   Severability

1.9                   Benefits of Indenture

1.10                Applicable Law and Attornment

1.11                Currency of Payment

1.12                Non-Business Days

1.13                Accounting Terms

1.14                Interest Limitation

1.15                No Adverse Interpretation of Other Agreements and Instruments

ARTICLE 2 THE DEBENTURES

2.1                   Limit of Debentures

2.2                   Terms of Debentures of Any Series

2.3                   Form of Debentures

2.4                   Certification and Delivery of Debentures

2.5                   Issue of Global Debentures

2.6                   Execution of Debentures

2.7                   Certification

2.8                   Interim Debentures or Certificates

2.9                   Debentures Defaced, Lost, Subject to a Mysterious or Unexplainable Disappearance, Stolen, Destroyed or Dematerialized

2.10                Concerning Interest

2.11                Debentures to Rank Pari Passu

2.12                Payments of Amounts Due on Maturity

2.13                Payment of Interest

ARTICLE 3 REGISTRATION, TRANSFER, EXCHANGE AND OWNERSHIP

3.1                   Fully Registered Debentures

3.2                   Global Debentures

3.3                   Transferee Entitled to Registration

3.4                   No Notice of Trusts

3.5                   Registers Open for Inspection

3.6                   Exchanges of Debentures

3.7                   Closing of Registers

3.8                   Charges for Registration, Transfer and Exchange

3.9                   Ownership of Debentures

ARTICLE 4 REDEMPTION AND PURCHASE OF DEBENTURES

4.1                   Applicability of Article

4.2                   Partial Redemption

4.3                   Notice of Redemption

4.4                   Debentures Due on Redemption Dates

4.5                   Deposit of Redemption Monies

4.6                   Failure to Surrender Debentures Called for Redemption

4.7                   Cancellation of Debentures Redeemed

4.8                   Purchase of Debentures by NAEP

4.9                   Redemption for Tax Reasons

ARTICLE 5 COVENANTS OF NAEP

5.1                   To Pay Principal, Premium (if any) and Interest

5.2                   To Pay Trustee’s Remuneration

5.3                   To Give Notice of Default

5.4                   Taxes

5.5                   Preservation of Existence, etc.

5.6                   Keeping of Books

5.7                   Annual Certificate of Compliance

5.8                   Provision of Reports and Financial Statements

5.9                   Performance of Covenants of Trustee

5.10                Limitation on Restricted Payments

5.11                Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries

5.12                Limitation on Incurrence of Additional Indebtedness

5.13                Limitation on Asset Sales

5.14                Repurchase Upon Application of Net Cash Proceeds

5.15                Limitations on Transactions with Affiliates

5.16                Limitation on Liens

5.17                Offer to Repurchase upon Change of Control

5.18                Additional Subsidiary Guarantees

5.19                Conduct of Business

5.20                Limitations on Sale and Leaseback Transactions

5.21                Limitation on Designation of Unrestricted Subsidiaries

5.22                Additional Amounts

ARTICLE 6 GUARANTEE

6.1                   Unconditional Guarantee

6.2                   Severability

6.3                   Limitation of Guarantor’s Liability

6.4                   Release of Guarantor

6.5                   Contribution

6.6                   Waiver of Subrogation

6.7                   Additional Guarantees

ARTICLE 7 DEFAULT

7.1                   Events of Default

7.2                   Notice of Events of Default

7.3                   Waiver of Default

7.4                   Enforcement by the Trustee

7.5                   No Suits by Debentureholders

7.6                   Application of Monies by Trustee

7.7                   Notice of Payment by Trustee

7.8                   Trustee May Demand Production of Debentures

7.9                   Remedies Cumulative

7.10                No Personal Liability of Officers, Directors, Employees or Shareholders

ARTICLE 8 SATISFACTION AND DISCHARGE

8.1                   Cancellation and Destruction

8.2                   Non-Presentation of Debentures

8.3                   Repayment of Unclaimed Monies

8.4                   Discharge

8.5                   Satisfaction

8.6                   Continuance of Rights, Duties and Obligations

ARTICLE 9 SUCCESSORS

9.1                   Restrictions on Amalgamation, Merger and Sale of Certain Assets, etc.

9.2                   Vesting of Powers in Successor

ARTICLE 10 MEETINGS OF DEBENTUREHOLDERS

10.1                Right to Convene Meeting

10.2                Notice of Meetings

10.3               Chairman

10.4               Quorum

10.5                Power to Adjourn

10.6                Show of Hands

10.7               Poll

10.8               Voting

10.9               Proxies

10.10              Persons Entitled to Attend Meetings

10.11              Powers Exercisable by Extraordinary Resolution

10.12             Unanimous Approval

10.13              Meaning of “Extraordinary Resolution”

10.14             Powers Cumulative

10.15             Minutes

10.16             Instruments in Writing

10.17              Binding Effect of Resolutions

10.18              Evidence of Rights of Debentureholders

10.19              Concerning Serial Meetings

ARTICLE 11 NOTICES

11.1                Notice to NAEP

11.2                Notice to Debentureholders

11.3                Notice to Trustee

ARTICLE 12 CONCERNING THE TRUSTEE

12.1                Corporate Trustee Required; Eligibility

12.2                Replacement of Trustee

12.3                Duties of Trustee

12.4                Reliance Upon Declarations, Opinions, etc.

12.5                Evidence and Authority to Trustee, Opinions, etc.

12.6                Officers’ Certificates Evidence

12.7                Experts, Advisers and Agents

12.8                Trustee May Deal in Debentures

12.9                Investment of Monies Held by Trustee

12.10              Trustee Not Ordinarily Bound

12.11              Trustee Not Required to Give Security

12.12              Trustee Not Bound to Act on NAEP’s Request

12.13              Conditions Precedent to Trustee’s Obligations to Act Hereunder

12.14              Compensation and Indemnity

12.15             Acceptance of Trust

12.16             Third Party Interests

12.17             Anti-Money Laundering

12.18             Privacy Laws

ARTICLE 13 SUPPLEMENTAL INDENTURES

13.1                Supplemental Indentures

ARTICLE 14 EXECUTION AND FORMAL DATE

14.1               Execution

14.2               Formal Date

Definitions

“this Indenture”, “this Trust Indenture”, “hereto”, “herein”, “hereby”, “hereunder”, “hereof” and similar expressions refer to this Indenture and not to any particular Article, Section, subsection, clause, subdivision or other portion hereof and include any and every instrument supplemental or ancillary hereto;

“Acquired Indebtedness” means Indebtedness of a Person or any of its Subsidiaries existing at the time such Person becomes a Restricted Subsidiary of the Corporation or at the time it amalgamates, merges or consolidates with or into the Corporation or any of its Restricted Subsidiaries or assumed in connection with the acquisition of assets from such Person and in each case not incurred by such Person in connection with, or in anticipation or contemplation of, such Person becoming a Restricted Subsidiary of the Corporation or such acquisition, amalgamation, merger or consolidation;

“Additional Amounts” has the meaning given to this term in Section 5.22;

“Additional Assets” means:

any Property (other than cash or Cash Equivalents, securities and Capital Stock) to be owned by the Corporation or any Restricted Subsidiary in a Related Business (including any capital expenditures with respect to any Property already owned or to be owned); or

Capital Stock of a Person in a Related Business that becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by the Corporation or another Restricted Subsidiary from any Person other than the Corporation or a Subsidiary of the Corporation, or

Capital Stock constituting a minority interest in any Person in a Related Business that at such time is a Restricted Subsidiary;

“Affiliate” means, with respect to any specified Person, any other Person who directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative of the foregoing;

“Applicable Securities Legislation” means applicable securities laws (including rules, regulations, policies and instruments) in each of the Provinces of Canada and in the United States of America;

“Asset Acquisition” means (1) an Investment by the Corporation or any Restricted Subsidiary of the Corporation in any other Person pursuant to which such Person shall become a Restricted Subsidiary of the Corporation or any Restricted Subsidiary of the Corporation, or shall be merged with or into the Corporation or any Restricted Subsidiary of the Corporation, or (2) the acquisition by the Corporation or any Restricted Subsidiary of the Corporation of the assets of any Person (other than a Restricted Subsidiary of the Corporation) that constitute all or substantially all of the assets of such Person or comprises any division or line of business of such Person or any other properties or assets of such Person other than in the ordinary course of business;

“Asset Sale” means any direct or indirect sale, issuance, conveyance, transfer, lease (other than operating leases entered into in the ordinary course of business), assignment or other transfer for value by the Corporation or any of its Restricted Subsidiaries (including any Sale and Leaseback Transaction) to any Person other than the Corporation or a Restricted Subsidiary of the Corporation of: (1) any Capital Stock (other than directors’ qualifying shares) of any Restricted Subsidiary of the Corporation; or (2) any other property or assets of the Corporation or any Restricted Subsidiary of the Corporation other than in the ordinary course of business; provided, however, that Asset Sales shall not include: (a) a transaction or series of related transactions for which the Corporation or its Restricted Subsidiaries receive aggregate consideration of less than $10.0 million; (b) the sale, lease, conveyance, disposition or other transfer of all or substantially all of the assets of the Corporation as permitted under Section 9.1; (c) any Restricted Payment or Permitted Investment permitted by Section 5.10; (d) the sale or discount, in each case without recourse, of accounts receivable arising in the ordinary course of business; (e) disposals or replacements of damaged, obsolete or worn out equipment; and (f) dispositions in connection with Permitted Liens;

“Attributable Indebtedness” in respect of a Sale and Leaseback Transaction means, at the time of determination, the present value of the obligation of the lessee for net rental payments during the remaining term of the lease included in such Sale and Leaseback Transaction, including any period for which such lease has been extended or may, at the option of the lessor, be extended; such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP;

“Bankruptcy Law” means the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangements Act (Canada), or any similar Canadian or United States federal, provincial, state or foreign law for the reorganization or relief of debtors, including laws providing for any plan of compromise or arrangement or other corporate proceeding involving or affecting creditors;

“Beneficial Holder” means any Person who holds a beneficial interest in a Global Debenture as shown on the books of the Depository or a Depository Participant;

“Board of Directors” means, as to any Person, the board of directors (or similar governing body) of such Person or any duly authorized committee thereof;

“Board Resolution” means, with respect to any Person, a copy of a resolution certified by an officer of such Person to have been duly adopted by the applicable Board of Directors of such Person and to be in full force and effect on the date of such certification, and delivered to the Trustee;

“Book-Entry System” means the record entry securities transfer and pledge system administered by the Depositary in accordance with its operating rules and procedures in force from time to time, or any successor system;

“Business Day” means any day other than a Saturday, Sunday or any other day that the Trustee in Calgary, Alberta or Toronto, Ontario is not generally open for business;

“Capital Stock” means:

with respect to any Person that is a corporation, any and all shares, interests, participations or other equivalents (however designated and whether or not voting) in the capital of such Person, including each class of Common Stock and Preferred Stock of such Person, and all options, warrants or other rights to purchase or acquire any of the foregoing; and

with respect to any Person that is not a corporation, any and all partnership, membership or other equity interests of such Person, and all options, warrants or other rights to purchase or acquire any of the foregoing;

“Capitalized Lease Obligation” means, as to any Person, the obligations of such Person under a lease that are required to be classified and accounted for as capital lease obligations under GAAP and, for purposes of this definition, the amount of such obligations at any date shall be the capitalized amount of such obligations at such date, determined in accordance with GAAP;

“Cash Equivalents” means:

obligations issued by, or unconditionally guaranteed by, the United States or Canadian Government or issued by any agency thereof and backed by the full faith and credit of the United States or Canada, as the case may be, in each case maturing within one year from the date of acquisition thereof;

commercial paper maturing no more than one year from the date of creation thereof and, at the time of acquisition, having a rating of at least A 1 from Standard & Poor’s Ratings Services, a division of McGraw-Hill Companies, Inc., or at least P 1 from Moody’s Investors Service, Inc. or by DBRS Limited;

certificates of deposit, eurodollar time deposits or bankers’ acceptances maturing within one year from the date of acquisition thereof and overnight bank deposits, in each case issued by any bank organized under the laws of Canada or any province thereof or the United States of America or

repurchase obligations with a term of not more than seven days for underlying securities of the types described in clause (i) or (iii) above entered into with any bank meeting the qualifications specified in clause (iii) above; and

investments in money market funds which invest substantially all their assets in securities of the types described in clauses (i) through (iv) above;

“CBCA” means the Canada Business Corporations Act and the regulations made thereunder, as promulgated or amended from time to time;

“Change of Control” means the occurrence of one or more of the following events:

any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets or properties of the Corporation and its Subsidiaries, taken as a whole, to any Person or group of Persons acting jointly and in concert (a “Group”), together with any Affiliates thereof (whether or not otherwise in compliance with the provisions of this Indenture); or

any Person or Group shall become the beneficial owner, directly or indirectly (with beneficial ownership being as defined and calculated as set forth in Section 90 of the Securities Act (Ontario)), of shares representing more than 50% of the Capital Stock (measured by voting power rather than number of shares) that is at the time entitled to vote for the election of the Board of Directors of the Corporation;

“Common Stock” of any Person means any and all shares, interests or other participations in, and other equivalents (however designated and whether voting or non voting) of such Person’s equity securities, whether outstanding on the Issue Date or issued after the Issue Date;

“Consolidated EBITDA” means, with respect to any Person, for any period, the sum (without duplication) of:

Consolidated Net Income; and

to the extent Consolidated Net Income has been reduced thereby:

all income taxes of such Person and its Restricted Subsidiaries paid or accrued in accordance with GAAP for such period;

Consolidated Interest Expense; and

Consolidated Non-cash Charges less any non-cash items increasing Consolidated Net Income for such period,

“Consolidated Fixed Charge Coverage Ratio” means, with respect to any Person, the ratio of Consolidated EBITDA of such Person during the latest four full fiscal quarters (the “Four Quarter Period”) ending prior to the date of the transaction or event giving rise to the need to calculate the

any incurrence or repayment, repurchase, defeasance, discharge or other retirement of other Indebtedness (after giving effect to the application of the proceeds thereof and not including the incurrence or repayment of Indebtedness in the ordinary course of business for working capital purposes pursuant to working capital facilities, the incurrence of Permitted Indebtedness on the Transaction Date and the repayment of any Indebtedness on the Transaction Date with the proceeds of Permitted Indebtedness on such date) occurring during the Four Quarter Period or at any time subsequent to the last day of the Four Quarter Period and on or prior to the Transaction Date, as if such incurrence or repayment, repurchase, defeasance, discharge or other retirement, as the case may be (and the application of the proceeds thereof), occurred on the first day of the Four Quarter Period; and

any Asset Sale or Asset Acquisition (including, without limitation, any Asset Acquisition giving rise to the need to make such calculation as a result of such Person or one of its Restricted Subsidiaries (including any Person who becomes a Restricted Subsidiary as a result of the Asset Acquisition) incurring, assuming or otherwise being liable for Acquired Indebtedness and also including any Consolidated EBITDA (including any pro forma expense and cost reductions attributable to the assets which are the subject of the Asset Acquisition or Asset Sale during the Four Quarter Period)) occurring during the Four Quarter Period or at any time subsequent to the last day of the Four Quarter Period and on or prior to the Transaction Date, as if such Asset Sale or Asset Acquisition (including the incurrence, assumption or liability for any such Acquired Indebtedness) occurred on the first day of the Four Quarter Period. If such Person or any of its Restricted Subsidiaries directly or indirectly guarantees Indebtedness of a third Person, the preceding sentence shall give effect to the incurrence of such guaranteed Indebtedness as if such Person or any Restricted Subsidiary of such Person had directly incurred or otherwise assumed such guaranteed Indebtedness;

interest on outstanding Indebtedness determined on a fluctuating basis as of the Transaction Date and which will continue to be so determined thereafter shall be deemed to have accrued at a fixed rate per annum equal to the rate of interest on such Indebtedness in effect on the Transaction Date; and

notwithstanding clause (i) above, interest on Indebtedness determined on a fluctuating basis, to the extent such interest is covered by agreements relating to Interest Swap Obligations, shall be deemed to accrue at the rate per annum resulting after giving effect to the operation of such agreements;

“Consolidated Fixed Charges” means, with respect to any Person for any period, the sum, without duplication, of:

Consolidated Interest Expense; plus

the product of (x) the amount of all dividend payments on any series of Preferred Stock of such Person and its Restricted Subsidiaries held by Persons other than the Corporation or a Restricted Subsidiary (other than dividends paid in Qualified Capital Stock) paid or accrued during such

“Consolidated Interest Expense” means, with respect to any Person for any period, the sum of, without duplication:

the aggregate of the interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, determined on a consolidated basis in accordance with GAAP, including without limitation: (a) any amortization of debt discount and amortization of deferred financing costs; (b) the net costs under Interest Swap Obligations and Currency Agreements; (c) all capitalized interest; and (d) the interest portion of any deferred payment obligation; and

the imputed interest expense in relation to leases constituting Sale and Leaseback Transactions and the interest component of Capitalized Lease Obligations paid, accrued and/or scheduled to be paid or accrued by such Person and its Restricted Subsidiaries during such period as determined on a consolidated basis in accordance with GAAP;

“Consolidated Net Income” means, with respect to any Person, for any period, the aggregate net income (or loss) of such Person and its Restricted Subsidiaries for such period on a consolidated basis, determined in accordance with GAAP; provided that there shall be excluded therefrom:

after tax gains or losses from Asset Sales (without regard to the $10.0 million limitation set forth in the definition thereof) or abandonments or reserves relating thereto or any returned surplus assets of any pension plan;

the income (or loss) of any Person accrued prior to the date it becomes a Restricted Subsidiary of the referent Person or is merged or consolidated with the referent Person or any Restricted Subsidiary of the referent Person or such Person’s assets are acquired by the referent Person or any Restricted Subsidiary of the referent Person;

the income of any Restricted Subsidiary of the referent Person to the extent that the declaration of dividends or similar distributions by that Restricted Subsidiary of that income is restricted by a contract, operation of law or otherwise; provided, however, that such income shall be included in determining Consolidated Net Income up to the aggregate amount of cash that could have been distributed by such Restricted Subsidiary to the Corporation or another Restricted Subsidiary as a dividend in compliance with such restriction;

the income (or loss) of any Person, other than a Restricted Subsidiary of the referent Person, except to the extent of dividends or distributions paid to the referent Person or to a Restricted Subsidiary of the referent Person by such Person;

in the case of a successor to the referent Person by consolidation, amalgamation or merger or as a transferee of the referent Person’s assets, any earnings of the successor corporation prior to such consolidation, amalgamation, merger or transfer of assets;

the cumulative effect of a change in accounting principles, including any impact resulting from the conversion to International Financial Reporting Standards (“IFRS”) or United States generally accepted accounting principles;

the effect of any non-cash items resulting from any amortization, write-up, write-down or write-off of assets (including intangible assets, goodwill and deferred financing costs but excluding inventory) of the Corporation or any of its consolidated Restricted Subsidiaries incurred subsequent to the Issue Date (excluding any such non-cash item to the extent that it represents and accrual of or reserve for cash expenditures in any future period except to the extent such item is subsequently reversed); and

to the extent not included in (i) to (vii) above any extraordinary gains or extraordinary losses (including fees and expenses relating to any event or transaction giving rise thereto);

“Consolidated Non-cash Charges” means, with respect to any Person, for any period, the aggregate depreciation, amortization and other non-cash expenses of such Person and its Restricted Subsidiaries reducing Consolidated Net Income of such Person and its Restricted Subsidiaries for such period including, without limitation, accrual of stock based compensation expense to the extent not paid in cash or if satisfied by the issue of new equity, the non-cash currency translation losses or mark-to-market losses on any Interest Swap Obligation or Currency Agreement or any embedded derivative, and goodwill impairment, determined on a consolidated basis in accordance with GAAP (excluding any such charge that requires an accrual of or a reserve for cash charges for any future period);

“Convertible Debentures” means, with respect to the Corporation, convertible subordinated debentures issued by the Corporation which have all of the following characteristics:

the obligations under, pursuant or relating to such debentures and the indenture or agreement governing such debentures shall be unsecured obligations of the Corporation, and no Restricted Subsidiary shall have provided a guarantee or any financial assistance in respect of any of such obligations;

an initial final maturity, or due date in respect of repayment of principal, which is after the final stated Maturity Date of each Debenture issued hereunder in effect at the time such debentures are issued;

no scheduled or mandatory payments, redemptions or purchases of principal thereunder (other than acceleration following an event of default in regard thereto or payments which can be satisfied by the delivery of Common Stock as contemplated in (vii) below and other than on a change of control of the Corporation where a Change of Control of the Corporation also occurs) prior to the final stated Maturity Date of each Debenture issued hereunder in effect at the time such debentures are issued;

upon and during the continuance of any Default or Event of Default:

all amounts payable by the Corporation in respect of principal, premium (if any), interest or other obligations under, pursuant or relating to such debentures are subordinate and junior in right of payment to the Debentures; and

no enforcement steps and proceedings may be commenced in respect of such debentures;

upon any distribution of the assets of the Corporation on any dissolution, winding up, total liquidation or reorganization of the Corporation (whether in bankruptcy, insolvency or receivership proceedings or upon an assignment for the benefit creditors or any other marshalling of the assets and liabilities of the Corporation, or otherwise), any and all obligations arising under the Debentures shall first be paid in full in cash, or provisions made for such payment, before any payment by the Corporation is made on account of principal, premium (if any), interest or other obligations payable in regard to such debentures;

a Default, Event of Default, acceleration of time for repayment under the Debentures shall not in and of itself:

cause a default or event of default (with the passage of time or otherwise) under such debentures or the indenture or agreement governing the same; or

cause or permit the obligations under, pursuant or relating to such debentures to be due and payable prior to the stated Maturity Date thereof;

payments of principal due and payable under, pursuant or related to such debentures can be satisfied, at the option of the Corporation, by issuing and delivering Qualified Capital Stock in accordance with the indenture or agreement governing such debentures; and

payments of interest due and payable under, pursuant or relating to such debentures can be satisfied, at the option of the Corporation and in accordance with the indenture or agreement governing such debenture, by payment of the proceeds of the issue and sale of Qualified Capital Stock resulting from a bid process whereby the trustee under the indenture or agreement governing such debentures:

accepts delivery from the Corporation for such shares;

accepts bids with respect to, and consummate sales of, such shares, each as the Corporation shall direct in its absolute discretion; and

uses the proceeds received from such sale of shares to satisfy such interest,

“Counsel” means a barrister or solicitor or firm of barristers or solicitors retained or employed by the Trustee or retained or employed by NAEP and acceptable to the Trustee;

“Credit Agreement” means the amended and restated credit agreement of the Corporation dated as of June 24, 2009, with a syndicate of lenders, as such agreement may be amended (including any deferrals, renewals, amendments and restatements thereof), supplemented or otherwise modified from time to time, including any agreement extending the maturity of, refinancing, refunding, replacing or otherwise substituting, restructuring (including increasing the amount of available borrowings thereunder or adding Restricted Subsidiaries of the Corporation as additional borrowers or guarantors thereunder) all or any portion of the Indebtedness under such agreement, or any successor or replacement agreement or agreements and whether by the same or any other agent, lender, creditor or group of lenders or creditors;

“Currency Agreement” means any foreign exchange contract, currency swap agreement or other similar agreement or arrangement to which the Corporation or a Restricted Subsidiary is party that is designed to protect such Corporation or any Restricted Subsidiary of the Corporation against fluctuations in currency values or exchange rates;

“Debentureholder” means a Person in whose name a Debenture is registered;

“Debentures” means the debentures, notes or other evidences of indebtedness of NAEP issued and certified hereunder, or deemed to be issued and certified hereunder, for the time being outstanding, whether in definitive or interim form;

“Default” means an event or condition the occurrence or existence of which is, or with the lapse of time or the giving of notice or both would be, an Event of Default;

“Defeased Debentures” has the meaning ascribed thereto in Section 8.6(b);

“Depository” means, with respect to the Debentures of any series issuable or issued in the form of one or more Global Debentures, the Person designated as depository by NAEP pursuant to Section 3.2 until a successor depository shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Depository” shall mean each Person who is then a depository hereunder, and if at any time there is more than one such Person, “Depository” as used with respect to the Debentures of any series shall mean each depository with respect to the Global Debentures of such series;

“Depository Participant” means a broker, dealer, bank, other financial institution or other Person for whom, from time to time, a Depository effects book entry for a Global Debenture deposited with the Depository;

“Designation” has the meaning given to this term in Section 5.21;

“Designation Amount” has the meaning given to this term in Section 5.21;

“Disqualified Capital Stock” means that portion of any Capital Stock that, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder thereof), or upon the happening of any event (other than an event that would constitute (i) a Change of Control or (ii) an Asset Sale if the terms of such Capital Stock provide that the Corporation may not purchase or redeem such Capital Stock prior to compliance by the Corporation with Section 5.17 and except in compliance with Section 5.13), matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the sole option of the holder thereof (except, in each case, upon the occurrence of (i) a Change of Control or (ii) an Asset Sale if the terms of such Capital Stock provide that the Corporation may not purchase or redeem such Capital Stock prior to compliance by the Corporation with Section 5.17 and except in compliance with Section 5.13) on or prior to the date on which the Debentures mature or are redeemed or retired in full;

“Event of Default” has the meaning ascribed thereto in Section 7.1;

“Extraordinary Resolution” has the meaning ascribed thereto in Section 10.13;

“Fair Market Value” means, with respect to any asset or property, the price which could be negotiated in an arm’s-length, free market transaction, for cash, between a willing seller and a willing and able buyer, neither of whom is under undue pressure or compulsion to complete the transaction. Determination of fair market value shall be by the Board of Directors of the Corporation acting reasonably and in good faith and evidenced by a board resolution;

“Fully Registered Debentures” means Debentures registered as to both principal and interest;

“GAAP” means at any time generally accepted accounting principles used to prepare the Corporation’s then current financial statements, as permitted by Applicable Securities Legislation;

“Global Debenture” means a Debenture that is issued to and registered in the name of the Depository, or its nominee, pursuant to Section 2.5 for purposes of being held by or on behalf of the Depository as custodian for participants in the Depository’s book-entry only registration system;

“Group” is defined in the definition of “Change of Control”;

“guarantee” means a direct or indirect guarantee (other than by endorsement of negotiable instruments in the ordinary course of business) by any Person of any Indebtedness of any other Person and includes any obligation, direct or indirect, contingent or otherwise, of such Person: (1) to purchase or pay (or advance or supply funds for the purchase or payment of) Indebtedness of such other Person (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to take-or-pay, or to maintain financial statement conditions or otherwise); or (2) entered into for purposes of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); “guarantee,” when used as a verb, and “guaranteed” have correlative meanings;

“Guarantor” means: (1) each of the Corporation’s Subsidiaries existing on the date of this Indenture and named as such in this Indenture; and (2) each of the Corporation’s Restricted Subsidiaries that in the future executes a supplemental indenture in which such Restricted Subsidiary agrees to be bound by the terms of this Indenture as a Guarantor; provided that any Person constituting a Guarantor as described above shall cease to constitute a Guarantor when its respective Guarantee is released in accordance with the terms of this Indenture;

“Indebtedness” means with respect to any Person, without duplication:

all indebtedness of such Person for borrowed money;

all indebtedness of such Person evidenced by bonds, debentures, notes or other similar instruments;

all Capitalized Lease Obligations of such Person;

the deferred purchase price of property, conditional sale obligations and all obligations under any title retention agreement (but excluding operating leases and trade accounts payable and other accrued liabilities arising in the ordinary course of business that are not overdue by 90 days or more or are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted);

all obligations for the reimbursement of any obligor on any letter of credit, banker’s acceptance or similar credit transaction;

net obligations under Currency Agreements and Interest Swap Obligations of such Person;

guarantees and other contingent obligations in respect of Indebtedness referred to in clauses (i) through (vi) above;

obligations of any other Person of the type referred to in clauses (i) through (vii) that are secured by any lien on any property or asset of such Person, the amount of such obligation being deemed to be the lesser of the Fair Market Value of such property or asset and the amount of the obligation so secured;

all Attributable Indebtedness in respect of Sale and Leaseback Transactions; and

Disqualified Capital Stock issued by such Person with the amount of Indebtedness represented by such Disqualified Capital Stock being equal to the greater of its voluntary or involuntary liquidation preference and its maximum fixed repurchase price, but excluding accrued dividends, if any.

the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount; and

the principal amount of the Indebtedness in the case of any other Indebtedness.

“Interest Payment Date” means a date specified in a Debenture as the date on which interest on such Debenture shall become due and payable;

“Interest Swap Obligations” means the obligations of the Corporation or any Restricted Subsidiary or pursuant to any arrangement with any other Person, whereby, directly or indirectly, the Corporation or any Restricted Subsidiary is entitled to receive from time to time periodic payments calculated by applying either a floating or a fixed rate of interest on a stated notional amount in exchange for periodic payments made by such other Person calculated by applying a fixed or a floating rate of interest on the same notional amount and shall also include, without limitation, interest rate swaps, caps, floors, collars and similar agreements;

“Investment” means, with respect to any Person, any direct or indirect investment in any other Person in the form of loans, advances or other extensions of credit (including, without limitation, a guarantee) or capital contributions to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or any purchase or acquisition for consideration by such Person of any Capital Stock, bonds, notes, debentures or other securities or evidences of Indebtedness issued by, any other Person. “Investment” shall exclude extensions of trade credit by the Corporation and its Restricted Subsidiaries in the ordinary course of business. If the Corporation or any Restricted Subsidiary of the Corporation sells or otherwise disposes of any Common Stock of any direct or indirect Restricted Subsidiary of the Corporation such that, after giving effect to any such sale or disposition, the Corporation no longer owns, directly or indirectly, greater than 50% of the outstanding Common Stock of such Restricted Subsidiary, the Corporation shall be deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of the Common Stock of such Restricted Subsidiary not sold or disposed of;

“Issue Date” means the date in respect of any issue of Debentures specified in the applicable supplemental indenture;

“Lien” means any lien, mortgage, deed of trust, pledge, security interest, charge or encumbrance of any kind (including any conditional sale or other title retention agreement, any lease in the nature thereof excluding, for the avoidance of doubt, operating leases as determined in accordance with GAAP that are not Sale and Leaseback Transactions);

“LVTS” means the large value electronic money transfer system operated by the Canadian Payments Association and any successor thereto;

“Maturity Account” means an account or accounts required to be established by NAEP (and which shall be maintained by and subject to the control of the Trustee) for each series of Debentures pursuant to and in accordance with this Indenture;

“Maturity Date” means the date specified for the maturity of any Debentures;

“Minor Subsidiary” means a Subsidiary of NAEP which has consolidated assets of less than $1.0 million and consolidated revenues for the most recently completed twelve-month period of less than $1.0 million and is designated by the Corporation as a “Minor Subsidiary”, provided that, in no event shall Minor Subsidiaries have consolidated assets on an aggregate basis greater than $10 million or consolidated revenues for the most recently completed twelve-month period on an aggregate basis of greater than $15 million;

“NAEP” or the “Corporation” means North American Energy Partners Inc. and includes any successor to or of NAEP which shall have complied with the provisions of Article 9;

“NAEP’s Auditors” or “Auditors of NAEP” means an independent firm of chartered accountants duly appointed as auditors of NAEP;

“Net Cash Proceeds” means, with respect to any Asset Sale, the proceeds in the form of cash or Cash Equivalents including payments in respect of deferred payment obligations when received in the form of cash or Cash Equivalents (other than the portion of any such deferred payment constituting interest) received by the Corporation or any of its Restricted Subsidiaries from such Asset Sale net of:

reasonable out-of-pocket expenses and fees relating to such Asset Sale (including, without limitation, legal, accounting and investment banking fees and sales commissions and other direct costs of sale);

taxes paid or payable after taking into account any reduction in consolidated tax liability due to available tax credits or deductions and any tax sharing arrangements;

repayment of Indebtedness that is secured by a Lien on the property or assets that are the subject of such Asset Sale or is otherwise required to be repaid (other than pursuant to this Indenture) as a result of such Asset Sale; and

appropriate amounts to be provided by the Corporation or any Restricted Subsidiary, as the case may be, as a reserve, in accordance with GAAP, against any liabilities associated with such Asset Sale and retained by the Corporation or any Restricted Subsidiary, as the case may be, after such Asset Sale, including, without limitation, pension and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale.

“Non-Recourse Debt” means:

the Corporation’s and any Restricted Subsidiary’s Indebtedness, other than Capitalized Lease Obligations, incurred in connection with the construction, development or acquisition by the Corporation or such Restricted Subsidiary in the ordinary course of business of assets used in its business, including equipment, office buildings and other real property used by the Corporation or such Restricted Subsidiary in conducting the Corporation’s or such Restricted Subsidiary’s operations; and

any renewals and refinancings of such Indebtedness.

“Obligations” means all obligations for principal, premium, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness;

“Officer” means, (a) with respect to any Person that is a corporation, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Controller or principal accounting officer, the Treasurer, the Secretary or any Vice-President of such Person and (b) with respect to any other Person, the individuals selected by such Person to perform functions similar to those of the officers listed in clause (a);

“Officers’ Certificate” means a certificate of NAEP signed by any two persons, each of whom is an authorized officer or director of NAEP, in his or her capacity as an officer or director of NAEP, as the case may be, and not in his or her personal capacity;

“Opinion of Counsel” means an opinion from legal counsel, who may be an employee of or counsel to the Corporation, who is reasonably acceptable to the Trustee;

“Periodic Offering” means an offering of Debentures of a series from time to time, the specific terms of which Debentures, including, without limitation, the rate or rates of interest, if any, thereon, the stated maturity or maturities thereof and the redemption provisions, if any, with respect thereto, are to be determined by NAEP upon the issuance of such Debentures from time to time;

“Permitted Indebtedness” means the following, each of which will be given independent effect:

Indebtedness under the Series 1 Debentures issued on the first Issue Date of the Series 1 Debenture initially issued (and for greater certainty, not an Issue Date of a Series 1 Debenture issued subsequent to the initial issuance of Series 1 Debentures) and the related Guarantees;

Indebtedness incurred pursuant to the Credit Agreement in an aggregate principal amount at any time outstanding not to exceed $200 million, less the amount of any required prepayments thereunder with the Net Cash Proceeds of Asset Sales;

other Indebtedness of the Corporation and its Restricted Subsidiaries outstanding on the Issue Date reduced by the amount of any scheduled amortization payments or mandatory prepayments when actually paid or permanent reductions thereon;

Interest Swap Obligations of the Corporation or any Restricted Subsidiary of the Corporation covering Indebtedness of the Corporation or any of its Restricted Subsidiaries; provided, however, that such Interest Swap Obligations are entered into to protect the Corporation and its Restricted Subsidiaries from fluctuations in interest rates on its outstanding Indebtedness to the extent the notional principal amount of such Interest Swap Obligation does not, at the time of the incurrence thereof, exceed the principal amount of the Indebtedness to which such Interest Swap Obligation relates;

Indebtedness under Currency Agreements entered into by the Corporation or a Restricted Subsidiary for the purpose of limiting currency exchange risks directly related to transactions entered into by the Company or such Restricted Subsidiary in the ordinary course of business and not for speculative purposes;

Indebtedness of a Restricted Subsidiary of the Corporation to the Corporation or to a Wholly Owned Restricted Subsidiary of the Corporation for so long as such Indebtedness is held by the Corporation or a Wholly Owned Restricted Subsidiary of the Corporation, in each case subject to no Lien held by a Person other than the Corporation or a Wholly Owned Restricted Subsidiary of the Corporation; provided that if as of any date any Person other than the Corporation or a Wholly Owned Restricted Subsidiary of the Corporation owns or holds any such Indebtedness or holds a Lien in respect of such Indebtedness, such date shall be deemed the incurrence of Indebtedness not constituting Permitted Indebtedness under this clause (vi) by the issuer of such Indebtedness in the amount of the Indebtedness no longer so held;

Indebtedness of the Corporation to a Wholly Owned Restricted Subsidiary of the Corporation for so long as such Indebtedness is held by a Wholly Owned Restricted Subsidiary of the Corporation, subject to no Lien other than a Lien permitted under this Indenture; provided that (A) any Indebtedness of the Corporation to any Wholly Owned Restricted Subsidiary of the Corporation that is not a Guarantor is unsecured and subordinated, pursuant to a written agreement, to the Corporation’s obligations under the Debentures and (B) if as of any date any Person other than a Wholly Owned Restricted Subsidiary of the Corporation owns or holds any such Indebtedness or holds a Lien in respect of such Indebtedness, such date shall be deemed the incurrence of Indebtedness not constituting Permitted Indebtedness under this clause (vii) by the Corporation in the amount of the Indebtedness no longer so held;

Indebtedness arising from the honoring by a bank or other financial institution of a cheque, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five business days of incurrence;

Indebtedness of the Corporation or any of its Restricted Subsidiaries in respect of bid or performance bonds, completion guarantees, performance guarantees, standby letters of credit, bankers’ acceptances, workers’ compensation claims, surety or appeal bonds, payment obligations in connection with self insurance or similar obligations, and bank overdrafts (and letters of credit in respect thereof) in the ordinary course of business;

Indebtedness represented by Capitalized Lease Obligations and Purchase Money Indebtedness of the Corporation and its Restricted Subsidiaries incurred in the ordinary course of business not to exceed $60 million at any one time outstanding;

Indebtedness represented by guarantees by the Corporation or its Restricted Subsidiaries of Indebtedness otherwise permitted to be incurred by the Corporation or the Guarantors under this Indenture other than Non-Recourse Debt;

Indebtedness of the Corporation or any Restricted Subsidiary consisting of guarantees, indemnities or obligations in respect of purchase price adjustments in connection with the acquisition or disposition of assets;

additional Indebtedness of the Corporation and its Restricted Subsidiaries (other than Indebtedness permitted by Section 5.12) in an aggregate principal amount (or the accreted value, if applicable) not to exceed $50 million at any one time outstanding;

Non-Recourse Debt;

Indebtedness under Convertible Debentures; and

Refinancing Indebtedness of Indebtedness incurred under clauses (i), (iii), (vi), (vii), (xi), (xii), this clause (xvi) and Section 5.12(a);

“Permitted Investments” means:

Investments by the Corporation or any Restricted Subsidiary of the Corporation in any Person that is or will become immediately after such Investment a Restricted Subsidiary of the Corporation or that will merge or consolidate into the Corporation or a Restricted Subsidiary of the Corporation;

Investments by the Corporation or any Restricted Subsidiary of the Corporation in any one of the other of them; provided that any Indebtedness evidencing such Investment and held by a Restricted Subsidiary that is not a Guarantor is unsecured and subordinated, pursuant to a written agreement, to the Corporation’s obligations under the Debentures and this Indenture;

investments in cash and Cash Equivalents;

Currency Agreements and Interest Swap Obligations entered into by the Corporation or its Restricted Subsidiaries and otherwise in compliance with this Indenture;

Investments in securities of trade creditors or customers received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers or in good faith settlement of delinquent obligations of such trade creditors or customers;

receivables owing to the Corporation or any Restricted Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided, however, that such trade terms may include such concessionary trade terms as the Corporation or any such Restricted Subsidiary deems reasonable under the circumstances;

Investments in prepaid expenses, negotiable instruments held for collection or deposit and lease, utility and workers compensation, performance and similar deposits entered into in the ordinary course of business;

Investments made by the Corporation or its Restricted Subsidiaries as a result of consideration received in connection with an Asset Sale made in compliance with Section 5.13;

Investments represented by guarantees that are otherwise permitted under this Indenture;

Investments the payment for which is Qualified Capital Stock of the Corporation;

any assets acquired as a result of a foreclosure by the Corporation or any such Restricted Subsidiary with respect to any secured Permitted Investment or other transfer of title with respect to any secured Permitted Investment in default;

Investments existing on the date of this Trust Indenture and any amendment, extension, substitution, renewal or modification thereof to the extent that any such amendment, extension, substitution, renewal or modification does not require the Corporation or any Restricted Subsidiary to make any additional cash or non-cash payments or provide additional services in connection therewith;

Investments to support bonding arrangements in the ordinary course of business;

Investments in Permitted Joint Ventures provided that the aggregate amount of such Investments shall not exceed at any time outstanding $250 million ;

loans or advances to employees or customers in the ordinary course of business and guarantees or similar obligations with respect to the foregoing in an amount not to exceed $1.0 million in each fiscal year; and

additional Investments not to exceed $25 million at any one time outstanding;

“Permitted Joint Venture” means an entity or agreement characterized as a joint venture in which, or pursuant to which, the Corporation or a Restricted Subsidiary has the right to receive a percentage of the profits or distributions at least equal to the percentage of its ownership interest or other interest and the joint venture is engaged principally in a Related Business;

“Permitted Liens” means the following types of Liens:

Liens existing as of the Issue Date to the extent and in the manner such Liens are in effect on the Issue Date;

Liens securing Indebtedness under the security granted in connection with the Credit Agreement, provided that such Indebtedness is permitted to be incurred under this Indenture and that aggregate Indebtedness secured under such Liens does not exceed at any time the greater of (i) $350 million and (ii) 350% of Consolidated EBITDA;

Liens securing the Debentures and the Guarantees, if any;

Liens of the Corporation or a Wholly Owned Restricted Subsidiary of the Corporation on assets of any Restricted Subsidiary of the Corporation;

Liens securing Refinancing Indebtedness that is incurred in accordance with the provisions of this Indenture to Refinance any Indebtedness that has been secured by a Lien permitted under this Indenture; provided, however, that such Liens: (a) are no less favourable to the Debentureholders in any material respect and are not more favourable to the lienholders in any material respect with respect to such Liens than the Liens in respect of the Indebtedness being Refinanced; and (b) do not extend to or cover any property or assets of the Corporation or any of its Restricted Subsidiaries not securing the Indebtedness so Refinanced;

Liens for taxes, assessments or governmental charges or claims either (a) not delinquent or (b) contested in good faith by appropriate proceedings and as to which the Corporation or its Restricted Subsidiaries shall have set aside on its books such reserves as may be required pursuant to GAAP;

statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, suppliers, materialmen, repairmen and other Liens imposed by law incurred in the ordinary course of business for sums not yet delinquent or being contested in good faith, if such reserve or other appropriate provision, if any, as shall be required by GAAP shall have been made in respect thereof;

Liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, including any Lien securing letters of credit issued in the ordinary course of business or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, trade contracts government contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money);

any attachment or judgment Liens not giving rise to an Event of Default;

easements, rights-of-way, zoning restrictions and other similar charges or encumbrances in respect of real property not interfering in any material respect with the ordinary conduct of the business of the Corporation or any of its Restricted Subsidiaries;

any interest or title of a lessor under any Capitalized Lease Obligation; provided that such Capitalized Lease Obligations are permitted to be incurred under this Indenture and that such Liens do not extend to any property or assets which is not leased property subject to such Capitalized Lease Obligation;

Liens securing Purchase Money Indebtedness; provided, however, that (a) such Purchase Money Indebtedness is permitted to be incurred under this Indenture, (b) such Purchase Money Indebtedness shall not exceed the purchase price or other cost of such property or equipment, together with the cost of installation, construction or improvement thereof, and shall not be secured by any property or equipment of the Corporation or any Restricted Subsidiary of the Corporation other than the property and equipment so acquired or constructed, and (c) the Lien securing such Purchase Money Indebtedness shall be created within 90 days of such acquisition or construction;

Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

Liens securing reimbursement obligations with respect to commercial letters of credit which encumber documents and other property relating to such letters of credit and products and proceeds thereof;

Liens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual, or warranty requirements of the Corporation or any of its Restricted Subsidiaries, including rights of offset and set off;

Liens securing Interest Swap Obligations that are otherwise permitted under this Indenture;

Liens securing Currency Agreements that are otherwise permitted under this Indenture;

Liens securing Acquired Indebtedness incurred in accordance with Section 5.12; provided that:

such Liens secured such Acquired Indebtedness at the time of and prior to the incurrence of such Acquired Indebtedness by the Corporation or a Restricted Subsidiary of the Corporation and were not granted in connection with, or in anticipation of, the incurrence of such Acquired Indebtedness by the Corporation or a Restricted Subsidiary of the Corporation; and

such Liens do not extend to or cover any property or assets of the Corporation or of any of its Restricted Subsidiaries other than the property or assets that secured the Acquired Indebtedness prior to the time such Indebtedness became Acquired Indebtedness of the Corporation or a Restricted Subsidiary of the Corporation and are no more favourable to the lienholders than those securing the Acquired Indebtedness prior to the incurrence of such Acquired Indebtedness by the Corporation or a Restricted Subsidiary of the Corporation;

Liens on assets of a Restricted Subsidiary of the Corporation that is not a Guarantor to secure Indebtedness of such Restricted Subsidiary that is otherwise permitted under this Indenture;

leases, subleases, licenses and sublicenses granted to others that do not materially interfere with the ordinary course of business of the Corporation and its Restricted Subsidiaries;

banker’s Liens, rights of setoff and similar Liens with respect to cash and Cash Equivalents on deposit in one or more bank accounts in the ordinary course of business;

Liens evidenced by filing financing statements under applicable personal property security laws regarding leases;

Liens in favour of customs and revenue authorities arising as a matter of law to secure payments of custom duties in connection with the importation of goods;

Liens in respect of operating leases to the extent constituting Liens under the Personal Property Security Act (Alberta) or any equivalent legislation; provided that such Liens do not extend to any property or assets which are not leased property subject to such operating lease or property ancillary thereto or the proceeds thereof; and

additional Liens securing Indebtedness or trade payables in an aggregate amount not to exceed $50 million at any time outstanding, provided that such Indebtedness is permitted to be incurred under this Indenture.

“Person” means an individual, corporation, limited liability company, partnership (general or limited), joint venture, association, trust, trustee, unincorporated organization government or any agency or political subdivision thereof or any other entity;

“Preferred Stock” of any Person means any Capital Stock of such Person that has preferential rights to any other Capital Stock of such Person with respect to dividends or redemptions or upon liquidation;

“Privacy Laws” has the meaning ascribed thereto in Section 12.18;

“Property” means, with respect to any Person, any interest of such Person in any kind of property or asset, whether real, personal or mixed, or tangible or intangible, including Capital Stock in, and other securities of, any other Person. For purposes of any calculation required pursuant to this Indenture, the value of any property shall be its Fair Market Value;

“Public Equity Offering” means an underwritten primary public offering of Qualified Capital Stock of the Corporation pursuant to a prospectus filed with the Applicable Securities Legislation;

“Purchase Date” means, with respect to any Debenture to be repurchased pursuant to Section 5.17, the date fixed for such repurchase by or pursuant to this Indenture;

“Purchase Money Indebtedness” means Indebtedness of the Corporation and its Restricted Subsidiaries incurred for the purpose of financing all or any part of the purchase price, or the cost of installation, construction or improvement, of property, equipment or a business;

“Purchase Price” means the amount payable for the repurchase of any Debenture on a Purchase Date, exclusive of accrued and unpaid interest, unless otherwise specifically provided;

“Qualified Capital Stock” means any Capital Stock that is not Disqualified Capital Stock;

“Redemption Date” means, with respect to any Debenture or portion thereof to be redeemed, the date fixed for such redemption by or pursuant to this Indenture;

“Redemption Notice” has the meaning ascribed thereto in Section 4.3;

“Redemption Price” means the amount payable for the redemption of any Debenture or portion thereof on a Redemption Date, exclusive of accrued and unpaid interest thereon to the Redemption Date, unless otherwise specifically provided, and includes the Tax Redemption Price;

“Refinance” means, in respect of any security or Indebtedness, to refinance, restructure, defer, extend, renew, refund, repay, prepay, purchase, repurchase, redeem, defease, satisfy or retire, or to issue a security or Indebtedness in exchange or replacement for, such security or Indebtedness in whole or in part. “Refinanced” and “Refinancing” shall have correlative meanings;

“Refinancing Indebtedness” means any Indebtedness of the Corporation or a Restricted Subsidiary issued in exchange for, or the proceeds from the issuance and sale or disbursement of which are used substantially concurrently to Refinance in whole or in part, any Indebtedness of the Corporation or any Restricted Subsidiary, in each case that does not:

result in an increase in the aggregate principal amount (or accreted value, if applicable) of Indebtedness of such Person as of the date of such proposed Refinancing (plus the amount of any premium required to be paid under the terms of the instrument governing such Indebtedness and plus the amount of reasonable fees and expenses incurred by the Corporation or any Restricted Subsidiary in connection with such Refinancing); or

create Indebtedness with: (a) a Weighted Average Life to Maturity that is less than the Weighted Average Life to Maturity of the Indebtedness being Refinanced; and (b) a final maturity earlier than the final maturity of the Indebtedness being Refinanced; provided that (x) if such Indebtedness being Refinanced is Indebtedness solely of the Corporation (and is not otherwise guaranteed by a Restricted Subsidiary of the Corporation), then such Refinancing Indebtedness shall be Indebtedness solely of the Corporation and (y) if such Indebtedness being Refinanced is subordinate or junior to the Debentures or any

“Related Business” means any business that is related, ancillary or complementary to the business of the Corporation and the Restricted Subsidiaries on the Issue Date or reasonable extensions thereof;

“Restricted Payment” means any of the following:

the declaration or payment of any dividend or making any distribution (other than dividends or distributions payable in Qualified Capital Stock of the Corporation) on or in respect of shares of the Corporation’s Capital Stock to the direct or indirect holders of such Capital Stock;

the purchase, redemption or other acquisition or retirement for value of any Capital Stock of the Corporation;

the purchase, repurchase, redemption, acquisition or retirement for value, prior to the date for any scheduled maturity, sinking fund or amortization or other instalment payment, of any Subordinated Indebtedness (other than (x) the purchase, repurchase or other acquisition of any Subordinated Indebtedness purchased in anticipation of satisfying a scheduled maturity, sinking fund or amortization or other instalment obligation, in each case due within one year of the date of acquisition or (y) Indebtedness permitted to be incurred under clauses (vi) and (vii) of the definition of Permitted Indebtedness);

making of any Investment (other than Permitted Investments); or

the making of any payment of interest or principal on Convertible Debentures;

“Restricted Subsidiary” of any Person means any Subsidiary of such Person which at the time of determination is not an Unrestricted Subsidiary;

“Sale and Leaseback Transaction” means any direct or indirect arrangement with any Person or to which any such Person is a party, providing for the leasing to the Corporation or a Restricted Subsidiary of any property, whether owned by the Corporation or any Restricted Subsidiary at the Issue Date or later acquired, which has been or is to be sold or transferred by the Corporation or such Restricted Subsidiary to such Person or to any other Person from whom funds have been or are to be advanced by such Person on the security of such Property;

“Serial Meeting” has the meaning ascribed thereto in Section 10.2(b)(i);

“Series 1 Debentures” means the Debentures issued on the date hereof pursuant to the First Supplemental Indenture;

“Significant Subsidiary” means any Subsidiary of NAEP meeting any of the following conditions:

NAEP’s and its other Subsidiaries’ investments in and advances to the Subsidiary exceed 10% of the total assets of NAEP and its Subsidiaries consolidated as of the end of the most recently completed fiscal year; or

NAEP’s and its other Subsidiaries’ proportionate share of the total assets (after intercompany eliminations) of the Subsidiary exceeds 10% of the total assets of NAEP and its Subsidiaries consolidated as of the end of the most recently completed fiscal year; or

NAEP’s and its other Subsidiaries’ equity in the income from continuing operations before income taxes, extraordinary items and cumulative effect of a change in accounting principle of the Subsidiary exclusive of amounts attributable to any noncontrolling interests exceeds 10% of such income of NAEP and its Subsidiaries consolidated for the most recently completed fiscal year;

“Successor” has the meaning ascribed thereto in Section 9.1;

“Subordinated Indebtedness” means Indebtedness of the Corporation or a Guarantor that is subordinated in right of payment to the Debentures or the guarantee issued by such Guarantor (if any), as the case may be;

“Subsidiary” has the meaning ascribed thereto in Section 1(4) of the Securities Act (Ontario);

“Trustee” means CIBC Mellon Trust Company or its successors for the time being as trustee thereunder;

“United States” means the United States of America, its territories and possessions, any state of the United States and the District of Columbia;

“Unrestricted Subsidiary” means (1) any Subsidiary that at the time of determination shall be designated an Unrestricted Subsidiary by the Board of Directors of the Corporation in accordance with Section 5.21 and (2) any Subsidiary of an Unrestricted Subsidiary;

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing (a) the then outstanding aggregate principal amount of such Indebtedness into (b) the sum of the total of the products obtained by multiplying (i) the amount of each then remaining instalment, sinking fund, serial maturity or other required payment of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) which will elapse between such date and the making of such payment;

“Wholly Owned Restricted Subsidiary” of any Person means any Wholly Owned Subsidiary of such Person which at the time of determination is a Restricted Subsidiary of such Person;

“Wholly Owned Subsidiary” of any Person means any Subsidiary of such Person of which all the outstanding voting securities (other than directors’ qualifying shares or an immaterial amount of shares owned by other Persons) are owned by such Person or any Wholly Owned Subsidiary of such Person; and

“Written Direction of NAEP” means an instrument in writing signed by any two persons, each of whom is an Officer or director of NAEP.

Meaning of “Outstanding”

Debentures which have been partially redeemed or purchased shall be deemed to be outstanding only to the extent of the unredeemed or unpurchased part of the principal amount thereof;

when a new Debenture has been issued in substitution for a Debenture which has been lost, stolen or destroyed, only one of such Debentures shall be counted for the purpose of determining the aggregate principal amount of Debentures outstanding; and

for the purposes of any provision of this Indenture entitling holders of outstanding Debentures to vote, sign consents, requisitions or other instruments or take any other action under this Indenture, or to constitute a quorum of any meeting of Debentureholders, Debentures owned directly or indirectly, legally or equitably, by NAEP or its Subsidiaries shall be disregarded except that:

for the purpose of determining whether the Trustee shall be protected in relying on any such vote, consent, acquisition or other instrument or action, or on the Debentureholders present or represented at any meeting of Debentureholders, only the Debentures which the Trustee knows are so owned shall be so disregarded; and

Debentures so owned which have been pledged in good faith other than to NAEP or its Subsidiaries shall not be so disregarded if the pledgee shall establish to the satisfaction of the Trustee the pledgee’s right to vote such Debentures, sign consents, requisitions or other instruments or take such other actions in his discretion free from the control of NAEP or a Subsidiary of NAEP.

Interpretation

words importing the singular number or masculine gender shall include the plural number or the feminine or neuter genders, and vice versa;

all references to Articles and Schedules refer, unless otherwise specified, to articles of and schedules to this Indenture;

all references to Sections refer, unless otherwise specified, to sections, subsections or clauses of this Indenture;

words and terms denoting inclusiveness (such as “include” or “includes” or “including”), whether or not so stated, are not limited by and do not imply limitation of their context or the words or phrases which precede or succeed them;

reference to any agreement or other instrument in writing means such agreement or other instrument in writing as amended, modified, replaced or supplemented from time to time;

unless otherwise indicated, reference to a statute shall be deemed to be a reference to such statute as amended, re-enacted or replaced from time to time; and

unless otherwise indicated, time periods within which a payment is to be made or any other action is to be taken hereunder shall be calculated by including the day on which the period commences and excluding the day on which the period ends.

Headings, etc.

Language

Les parties aux présentes ont exige que la présente convention ainsi que tous les documents et avis qui s’y rattachent et/ou qui en découleront soient rédigés en la langue anglaise. The parties hereto have required that this Indenture and all documents and notices related hereto and/or resulting herefrom be prepared in English.

Any request, demand, authorization, direction, notice, consent, election or waiver required or permitted under this Indenture shall be in the English language (or in the French language in the Province of Quebec, but only to the extent required by law), except that, for countries other than Canada, if the Corporation so elects, any published notice may be in an official language of the country of publication.

Time of Essence

Successors and Assigns

Severability

Benefits of Indenture

Applicable Law and Attornment

Currency of Payment

Non-Business Days

Accounting Terms

Interest Limitation

No Adverse Interpretation of Other Agreements and Instruments

Limit of Debentures

Terms of Debentures of Any Series

the designation of the Debentures of the series (which need not include the term “Debentures”), which shall distinguish the Debentures of the series from the Debentures of all other series;

any limit upon the aggregate principal amount of the Debentures of the series that may be certified and delivered under this Indenture (except for Debentures certified and delivered upon registration of, transfer of, amendment of, or in exchange for, or in lieu of, other Debentures of the series pursuant to Sections 2.8, 2.9, 3.2, 3.3 and 3.6 and Article 4);

the date or dates on which the principal of the Debentures of the series is payable;

the rate or rates at which the Debentures of the series shall bear interest, if any, the date or dates from which such interest shall accrue, on which such interest shall be payable and on which a record, if any, shall be taken for the determination of holders to whom such interest shall be payable and/or the method or methods by which such rate or rates or date or dates shall be determined;

the place or places where the principal of, premium, if any, and any interest on Debentures of the series shall be payable or where any Debentures of the series may be surrendered for registration of transfer or exchange;

the right, if any, of NAEP to redeem Debentures of the series, in whole or in part, at its option and the period or periods within which, the price or prices at which and any terms and conditions upon which, Debentures of the series may be so redeemed, pursuant to any sinking fund or otherwise;

the obligation, if any, of NAEP to redeem, purchase or repay Debentures of the series pursuant to any mandatory redemption, sinking fund or analogous provisions or at the option of a holder thereof and the price or prices at which, the period or periods within which, the date or dates on which, and any terms and conditions upon which, Debentures of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligations;

if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Debentures of the series shall be issuable;

subject to the provisions of this Indenture, any trustees, Depositories, authenticating or paying agents, transfer agents or registrars or any other agents with respect to the Debentures of the series;

any other events of default or covenants with respect to the Debentures of the series;

the form and terms of the Debentures of the series;

if applicable, that the Debentures of the series shall be issuable in whole or in part as one or more Global Debentures and, in such case, the Depository or Depositories for such Global Debentures in whose name the Global Debentures will be registered, and any circumstances other than or in addition to those set forth in Section 2.8 or 3.2 or those applicable with respect to any specific series of Debentures, as the case may be, in which any such Global Debenture may be exchanged for Fully Registered Debentures, or transferred to and registered in the name of a Person other than the Depository for such Global Debentures or a nominee thereof;

if other than Canadian currency, the currency in which the Debentures of the series are issuable; and

any other terms of the Debentures of the series (which terms shall not be inconsistent with the provisions of this Indenture).

Form of Debentures

Certification and Delivery of Debentures

an Officers’ Certificate and/or executed supplemental indenture by or pursuant to which the form and terms of such Debentures were established;

a Written Direction of NAEP requesting certification and delivery of such Debentures and setting forth delivery instructions, provided that, with respect to Debentures of a series subject to a Periodic Offering:

such Written Direction of NAEP may be delivered by NAEP to the Trustee prior to the delivery to the Trustee of such Debentures of such series for certification and delivery;

the Trustee shall certify and deliver Debentures of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount, if any, established for such series, pursuant to a Written Direction of NAEP or pursuant to procedures acceptable to the Trustee as may be specified from time to time by a Written Direction of NAEP;

the maturity date or dates, issue date or dates, interest rate or rates (if any) and any other terms of Debentures of such series shall be determined by an executed supplemental indenture or by Written Direction of NAEP or pursuant to such procedures; and

if provided for in such procedures, such Written Direction of NAEP may authorize certification and delivery pursuant to oral or electronic instructions from NAEP which oral or electronic instructions shall be promptly confirmed in writing;

an Opinion of Counsel, in form and substance satisfactory to the Trustee, acting reasonably, to the effect that all requirements imposed by this Indenture or by law in connection with the proposed issue of Debentures have been complied with, subject to the delivery of certain documents or instruments specified in such opinion; and

an Officers’ Certificate certifying that NAEP is not in default under this Indenture, that the terms and conditions for the certification and delivery of Debentures (including those set forth in Section 12.5), have been complied with subject to the delivery of any documents or instruments specified in such Officers’ Certificate and that no Event of Default exists or will exist upon such certification and delivery.

Issue of Global Debentures

NAEP may specify that the Debentures of a series are to be issued in whole or in part as one or more Global Debentures registered in the name of a Depository, or its nominee, designated by NAEP in the Written Direction of NAEP delivered to the Trustee at the time of issue of such Debentures, and in such event NAEP shall execute and the Trustee shall certify and deliver one or more Global Debentures that shall:

represent an aggregate amount equal to the principal amount of the outstanding Debentures of such series to be represented by one or more Global Debentures;

be delivered by the Trustee to such Depository or pursuant to such Depository’s instructions; and

bear a legend substantially to the following effect:

Each Depository designated for a Global Debenture must, at the time of its designation and at all times while it serves as such Depository, be a clearing agency registered or designated under the securities legislation of the jurisdiction where the Depository has its principal offices.

Execution of Debentures

Certification

Interim Debentures or Certificates

Debentures Defaced, Lost, Subject to a Mysterious or Unexplainable Disappearance, Stolen, Destroyed or Dematerialized

Concerning Interest

All Debentures issued hereunder, whether originally or upon exchange or in substitution for previously issued Debentures which are interest bearing, shall bear interest (i) from and including their Issue Date, or (ii) from and including the last Interest Payment Date to which interest shall have been paid or made available for payment on the outstanding Debentures of that series, whichever shall be the later, or, in respect of Debentures subject to a Periodic Offering, from and including their Issue Date or from and including the last Interest Payment Date to which interest shall have been paid or made available for payment on such Debentures, in all cases, to but excluding the next Interest Payment Date.

All interest payable by the Borrower hereunder shall accrue daily, be computed as described herein, and be payable both before and after demand, maturity, default and judgment.

Unless otherwise specifically provided in the terms of the Debentures of any series, interest for any period of less than six months shall be computed on the basis of a year of 365 days. With respect to any series of Debentures, whenever interest is computed on a basis of a year (the “deemed year”) which contains fewer days than the actual number of days in the calendar year of calculation, such rate of

Debentures to Rank Pari Passu

Payments of Amounts Due on Maturity

Except as may otherwise be provided herein or in any Officers’ Certificate or supplemental indenture in respect of any series of Debentures, payments of amounts due upon maturity of the Debentures will be made in the following manner:

in the case of fully registered debentures, NAEP will establish and maintain with the Trustee or any paying agent a Maturity Account for each series of Debentures. Each such Maturity Account shall be maintained by and be subject to the control of the Trustee for the purposes of this Trust Indenture. On or before 11:00 a.m. (Toronto time) on the Business Day immediately prior to each Maturity Date for Debentures outstanding from time to time under this Trust Indenture, NAEP will deliver by wire transfer to the Trustee or any paying agent for deposit in the applicable Maturity Account in an amount sufficient to pay the cash amount payable in respect of such Debentures (including the principal amount together with any premium and any accrued and unpaid interest thereon less any tax required by law to be deducted, subject to Sections 4.9 and 5.22). The Trustee or the paying agent, as applicable, on behalf of NAEP, will pay to each holder entitled to receive payment the principal amount of and premium (if any) and accrued and unpaid interest on the Debenture, upon surrender of the Debenture at any branch of the Trustee or the paying agent, as applicable, designated for such purpose from time to time by NAEP and the Trustee. The delivery of such funds to the Trustee or the paying agent, as applicable, for deposit to the applicable Maturity Account will satisfy and discharge the liability of NAEP for the Debentures to which the delivery of funds relates to the extent of the amount delivered (plus the amount of any tax deducted as aforesaid) and such Debentures will thereafter to that extent not be considered as outstanding under this Indenture and such holder will have no other right in regard thereto other than to receive out of the money so delivered or made available the amount to which it is entitled; and

in the case of Global Debentures, on or before 9:00 am. (Toronto time) on the Business Day before each Maturity Date for Debentures outstanding from time to time under this Indenture, NAEP will deliver to the Depository a cheque (dated the Maturity Date) or electronic funds transfer in an amount sufficient to pay the amount payable in respect of the Global Debenture (less any tax required to be deducted, subject to Sections 4.9 and 5.22). NAEP will pay to the Depository the principal amount of the Global Debentures against receipt of the Global Debentures. The delivery of such cheque or electronic funds to the Depository will satisfy and discharge the liability of NAEP for the Debentures to which the cheque or electronic funds relates to the extent of the amount deposited or made available (plus the amount of any tax deducted as aforesaid) and such Debentures will thereafter not be considered as outstanding under this Trust Indenture unless such cheque is not paid on presentation at any of the places of which such interest is payable or such electronic funds transfer is not received. Failure to make delivery of the cheque or make funds available as required pursuant to this Section 2.12(b) will constitute default in payment on the Debentures in respect of which the delivery or making available of funds was required to have been made.

Notwithstanding the foregoing, (i) all payments in excess of $25 million (or such other amount as determined from time to time by the Canadian Payments Association or any successor thereto) shall be made by the use of the LVTS ; and (ii) in the event that payment must be made to the Depository, NAEP shall remit payment to the Trustee or a paying agent, as applicable, by LVTS. The Trustee shall have no obligation to disburse funds pursuant to this Section 2.12 unless it has received written confirmation satisfactory to it that the funds have been deposited with it in sufficient amount to pay in full all amounts due and payable on the applicable date of Maturity.

Payment of Interest

As interest becomes due on each Debenture (except at maturity or on redemption, when interest may at the option of NAEP be paid upon surrender of such Debenture), NAEP, either directly or through the Trustee or any agent of the Trustee, shall send or forward by prepaid ordinary mail, electronic transfer of funds or such other means as may be agreed to by the Trustee, payment of such interest (less any tax required to be withheld therefrom, subject to Sections 4.9 and 5.22) to the order of the registered holder of such Debenture appearing on the registers maintained by the Trustee at the close of business on the seventh Business Day prior to the applicable Interest Payment Date and addressed to the holder at the holder’s last address appearing on the register, unless such holder otherwise directs. If payment is made by cheque, such cheque shall be forwarded at least three days prior to each date on which interest becomes due and if payment is made by other means (such as electronic transfer of funds, provided the Trustee must receive confirmation of receipt of funds prior to being able to wire funds to holders), such payment shall be made in a manner whereby the holder receives credit for such payment on the date such interest on such Debenture becomes due. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax withheld as aforesaid, satisfy and discharge all liability for interest on such Debenture, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the Person to whom it is so sent as aforesaid, NAEP or the Trustee, as applicable, will issue to such Person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if NAEP is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Debenture in the manner provided above, NAEP may make payment of such interest or make such interest available for payment in any other manner acceptable to the Trustee with the same effect as though payment had been made in the manner provided above.

Notwithstanding Section 2.13(a), if a series of Debentures is represented by a Global Debenture, then all payments of interest on the Global Debenture shall be made by electronic funds transfer or by other means to the Depository or its nominee for subsequent payment to Beneficial Holders of interests in that Global Debenture, unless NAEP and the Depository otherwise agree. At its election, NAEP shall either pay such funds to (i) the Trustee or a paying agent, as applicable, by wire transfer or such other means as may be acceptable to the Trustee on or before 11:00 a.m. (Toronto time) on the Business Day immediately prior to the Interest Payment Date, or (ii) directly to the Depository by wire transfer or such other means as may be acceptable to the Depository on or before 2:00 p.m. (Toronto time) on the Interest Payment Date. None of NAEP, the Trustee or any agent of the Trustee for any Debenture issued as a Global Debenture will be liable or responsible to any Person for any aspect of the records related to, or payments made on account of, beneficial interests in any Global Debenture or for maintaining, reviewing, or supervising any records relating to such beneficial interests.

Notwithstanding the foregoing, (i) all payments in excess of $25 million (or such other amount as determined from time to time by the Canadian Payments Association or any successor thereto) shall be made by the use of the LVTS; and (ii) in the event that payment must be made to the Depository, NAEP shall remit payment to the Trustee or a paying agent, as applicable, by LVTS. The Trustee shall have no obligation to disburse funds pursuant to this Section 2.13(a) unless it has received written confirmation satisfactory to it that the funds have been deposited with it in sufficient amount to pay in full all amounts due and payable with respect to such Interest Payment Date.

Fully Registered Debentures

With respect to each series of Debentures issuable as Fully Registered Debentures, NAEP shall cause to be kept by and at the principal office of the Trustee in Calgary, Alberta and Toronto, Ontario and by the Trustee or such other registrar as NAEP, with the approval of the Trustee, may appoint at such other place or places, if any, as may be specified in the Debentures of such series or as NAEP may designate with the approval of the Trustee, a register in which shall be entered the names and addresses of the holders of Fully Registered Debentures and particulars of the Debentures held by them respectively and of all transfers of Fully Registered Debentures. Such registration shall be noted on the Debentures by the Trustee or other registrar unless a new Debenture shall be issued upon such transfer.

No transfer of a Fully Registered Debenture shall be valid unless made on such register referred to in Section 3.1(a) by the registered holder or such holder’s executors, administrators or other legal representatives or an attorney duly appointed by an instrument in writing in form and execution satisfactory to the Trustee or other registrar upon surrender of the Debentures together with a duly executed form of transfer acceptable to the Trustee and upon compliance with such other reasonable requirements as the Trustee or other registrar may prescribe, nor unless the name of the transferee shall have been noted on the Debenture by the Trustee or other registrar.

Global Debentures

With respect to each series of Debentures issuable in whole or in part as one or more Global Debentures, NAEP shall cause to be kept by and at the principal offices of the Trustee in Calgary, Alberta and Toronto, Ontario and by the Trustee or such other registrar as NAEP, with the approval of the Trustee, may appoint at such other place or places, if any, as NAEP may designate with the approval of the Trustee, a register in which shall be entered the name and address of the holder of each such Global Debenture (being the Depository, or its nominee, for such Global Debenture) as holder thereof and particulars of the Global Debenture held by it, and of all transfers thereof. If any Debentures of such series are at any time not Global Debentures, the provisions of Section 3.1 shall govern with respect to registrations and transfers of such Debentures.

Notwithstanding any other provision of this Indenture, a Global Debenture may not be transferred by the registered holder thereof and, accordingly, no definitive certificates shall be issued to Beneficial Holders except in the following circumstances or as otherwise specified in an Officers’ Certificate or a supplemental indenture relating to a particular series of Debentures:

Global Debentures may be transferred by a Depository to a nominee of such Depository or by a nominee of a Depository to such Depository or to another nominee of such Depository or by a Depository or its nominee to a successor Depository or its nominee;

Global Debentures may be transferred at any time after (i) the Depository for such Global Debentures or NAEP has notified the Trustee that the Depository is unwilling or unable to

Global Debentures may be transferred if NAEP gives notice to the Depositary that it is unwilling or unable to continue to have the Depositary hold the Debentures as Book-Entry Only or that it desires or has processed an entitlement requiring a withdrawal of the Debentures;

Global Debentures may be transferred at any time after the Trustee has determined that an Event of Default has occurred and is continuing with respect to the Debentures of the series issued as a Global Debenture, provided that Beneficial Holders representing, in the aggregate, more than 25% of the aggregate principal amount of the Debentures of such series advise the Depository in writing, through the Depository Participants, that the continuation of the book-entry only registration system for such series of Debentures is no longer in their best interest and also provided that at the time of such transfer the Trustee has not waived the Event of Default pursuant to Section 7.3;

Global Debentures may be transferred if required by applicable law; or

Global Debentures may be transferred if the Book-Entry System ceases to exist.

With respect to the Global Debentures, unless and until definitive certificates have been issued to Beneficial Holders pursuant to Section 3.2(b):

NAEP and the Trustee may deal with the Depository for all purposes (including paying interest on the Debentures) as the sole holder of such series of Debentures and the authorized representative of the Beneficial Holders;

the rights of the Beneficial Holders shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Beneficial Holders and the Depository or the Depository Participants;

the Depository will make book entry transfers among the Depository Participants; and

whenever this Trust Indenture requires or permits actions to be taken based upon instructions or directions of Debentureholders evidencing a specified percentage of the outstanding Debentures, the Depository shall be deemed to be counted in that percentage only to the extent that it has received instructions to such effect from the Beneficial Holders or the Depository Participants, and has delivered such instructions to the Trustee.

Whenever a notice or other communication is required to be provided to Debentureholders, unless and until definitive certificate(s) have been issued to Beneficial Holders pursuant to this Section 3.2, the Trustee shall provide all such notices and communications to the Depository and the Depository shall deliver such notices and communications to such Beneficial Holders in accordance with Applicable Securities Legislation. Upon the termination of the book-entry only registration system on the occurrence of one of the conditions specified in Section 3.2(b) with respect to a series of Debentures issued hereunder, the Trustee shall notify all applicable Beneficial Holders, through the Depository, of the availability of definitive Debenture certificates. Upon surrender by the Depository of the certificate(s) representing the Global Debentures and receipt of new registration instructions from the Depository, the Trustee shall deliver the definitive Debenture certificates for such Debentures to the holders thereof in accordance with the new registration instructions and thereafter the registration and transfer of such Debentures will be governed by Section 3.1 and the remaining Sections of this Article 3.

Notwithstanding anything herein or in the terms of any Debentures to the contrary, neither the Corporation, nor the Trustee nor any agent thereof shall have any responsibility or liability for: (i) any aspect of the records maintained by any Depository relating to any securities entitlements or any other interests in the Debentures or to the depository system maintained by such Depository, or payment made on account of any securities entitlements or any other interest of any Person in any Global Debenture (other than the applicable Depository or its nominee), (ii) for maintaining, supervising or reviewing any records of any Depository or any Depository Participant relating to any Debentures, or (iii) any advice or representation made by or with respect to any Depository and relating to the rules governing any Depository or any action to be taken by any Depository on its own direction or at the discretion of any of its Depository Participants.

Transferee Entitled to Registration

No Notice of Trusts

Registers Open for Inspection

Exchanges of Debentures

Subject to Section 3.7, Debentures in any authorized form or denomination, other than Global Debentures, may be exchanged for Debentures in any other authorized form or denomination, of the same series and date of maturity, bearing the same interest rate and of the same aggregate principal amount as the Debentures so exchanged.

In respect of exchanges of Debentures permitted by Section 3.6(a), Debentures of any series may be exchanged only at the principal offices of the Trustee in Calgary, Alberta and Toronto, Ontario or at such other place or places, if any, as may be specified in the Debentures of such series and at such other place or places as may from time to time be designated by NAEP with the approval of the Trustee. Any Debentures tendered for exchange shall be surrendered to the Trustee. NAEP shall execute and the Trustee shall certify all Debentures necessary to carry out exchanges as aforesaid. All Debentures surrendered for exchange shall be cancelled.

Debentures issued in exchange for Debentures which at the time of such issue have been selected or called for redemption at a later date shall be deemed to have been selected or called for redemption in the same manner and shall have noted thereon a statement to that effect.

Closing of Registers

Neither NAEP nor the Trustee nor any registrar shall be required to:

make transfers or exchanges of any Debentures on any Interest Payment Date for such Debentures or during the seven preceding Business Days;

make transfers or exchanges of any Debentures on the day of any selection by the Trustee of Debentures to be redeemed or during the seven preceding Business Days; or

make exchanges of any Debentures which will have been selected or called for redemption unless upon due presentation thereof for redemption such Debentures shall not be redeemed.

Subject to any restriction herein provided, NAEP, with the approval of the Trustee, may at any time close any register for any series of Debentures, other than those kept at the principal offices of the Trustee in Calgary, Alberta and Toronto, Ontario, and transfer the registration of any Debentures registered thereon to another register (which may be an existing register) and thereafter such Debentures shall be deemed to be registered on such other register. Notice of such transfer shall be given to the holders of such Debentures.

Charges for Registration, Transfer and Exchange

for any exchange, registration, transfer or discharge from registration of any Debenture applied for within a period of two months from the date of the first delivery of Debentures of that series or, with respect to Debentures subject to a Periodic Offering, within a period of two months from the date of delivery of any such Debenture;

for any exchange of any interim or temporary Debenture or interim certificate that has been issued under Section 2.8 for a definitive Debenture;

for any exchange of a Global Debenture as contemplated in Section 3.2; or

for any exchange of any Debenture resulting from a partial redemption under Section 4.2.

Ownership of Debentures

Unless otherwise required by law, the Person in whose name any registered Debenture is registered shall for all the purposes of this Indenture be and be deemed to be the owner thereof and payment of or on account of the principal of and premium, if any, on such Debenture and interest thereon shall be made to such registered holder.

The registered holder for the time being of any registered Debenture shall be entitled to the principal, premium, if any, and/or interest evidenced by such instruments, respectively, free from all equities or rights of set-off or counterclaim between NAEP and the original or any intermediate holder thereof and all Persons may act accordingly and the receipt of any such registered holder for any such principal, premium or interest shall be a good discharge to NAEP and/or the Trustee for the same and neither NAEP nor the Trustee shall be bound to inquire into the title of any such registered holder.

Where Debentures are registered in more than one name, the principal, premium, if any, and interest from time to time payable in respect thereof may be paid to the order of all such holders, failing written instructions from them to the contrary, and the receipt of any one of such holders therefor shall be a valid discharge, to the Trustee, any registrar and to NAEP.

In the case of the death of one or more joint holders of any Debenture the principal, premium, if any, and interest from time to time payable thereon may be paid to the order of the survivor or survivors of such registered holders and the receipt of any such survivor or survivors therefor shall be a valid discharge to the Trustee and any registrar and to NAEP.

Applicability of Article

Partial Redemption

Notice of Redemption

the distinguishing letters and numbers of the registered Debentures which are to be redeemed (or of such thereof as are registered in the name of such Debentureholder);

in the case of a published notice, the distinguishing letters and numbers of the Debentures which are to be redeemed or, if such Debentures are selected by terminal digit or other similar system, such particulars as may be sufficient to identify the Debentures so selected;

in the case of a Global Debenture, that the redemption will take place in such manner as may be agreed upon by the Depository, the Trustee and NAEP; and

in all cases, the principal amounts of such Debentures or, if any such Debenture is to be redeemed in part only, the principal amount of such part.

Debentures Due on Redemption Dates

Deposit of Redemption Monies

Failure to Surrender Debentures Called for Redemption

Cancellation of Debentures Redeemed

Purchase of Debentures by NAEP

Redemption for Tax Reasons

NAEP may at any time redeem, in whole but not in part, the outstanding Debentures at a redemption price equal to 100% of the principal amount of such Debentures (the “Tax Redemption Price”) plus accrued and unpaid interest, if any, up to the Redemption Date, if NAEP has become or would become obligated to pay to any of the Debentureholders Additional Amounts (which are more than a de minimus amount, as determined by NAEP, acting reasonably) as a result of any amendment or change

Upon receiving such Redemption Notice, each Debentureholder who does not wish to have NAEP redeem its Debentures pursuant to this Section 4.9 can elect to not have its Debentures redeemed, provided that no Additional Amounts will be payable by NAEP on any payment of interest or principal with respect to the Debentures after such Redemption Date. All future payments will be subject to the deduction or withholding of any Canadian Taxes required to be deducted or withheld. Where no such election is made, the Debentureholder will have its Debentures redeemed without any further action.

If a Debentureholder wishes to elect to not have its Debentures redeemed, such Debentureholder must deliver to NAEP (or to such other Person as specified by NAEP in the Redemption Notice) a written notice (the “Notice of Election”) setting forth the name of the Debentureholder, a statement that such Debentureholder is electing to not have a specified amount of Debentures redeemed, the distinguishing letters and numbers of the Debentures which are not to be redeemed, if applicable, and the principal amounts, if any, of the Debentures that remain subject to the Redemption Notice. Such Notice of Election must be received by NAEP (or to such other Person as specified by NAEP in the Redemption Notice) no later than the close of business on a Business Day at least ten Business Days prior to the Redemption Date. A Debentureholder may withdraw any Notice of Election by delivering to NAEP (or to such other Person as specified by NAEP in the Redemption Notice), a written notice of withdrawal prior to the close of business on the Business Day immediately preceding the Redemption Date.

To Pay Principal, Premium (if any) and Interest

To Pay Trustee’s Remuneration

To Give Notice of Default

Taxes

Preservation of Existence, etc.

Keeping of Books

Annual Certificate of Compliance

Provision of Reports and Financial Statements

Performance of Covenants of Trustee

Limitation on Restricted Payments

The Corporation will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, make any Restricted Payment, unless, if at the time of such Restricted Payment or immediately after giving effect thereto:

no Default or an Event of Default shall have occurred and be continuing; and

the Corporation is able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with Section 5.12; and

the aggregate amount of Restricted Payments (including such proposed Restricted Payment) made subsequent to the date of this Trust Indenture (the amount expended for such purposes, if other than in cash, being the Fair Market Value of such property) shall not exceed the sum of:

50% of the cumulative Consolidated Net Income (or if cumulative Consolidated Net Income shall be a loss, minus 100% of such loss) of the Corporation for the period (treating such period as a single accounting period) from April 1, 2010 to and including the last day of the fiscal quarter ended immediately prior to the date of such calculation for which consolidated financial statements are available (the “Reference Date”); and

100% of the aggregate net cash proceeds received by the Corporation from any Person (other than a Subsidiary of the Corporation) from the issuance and sale subsequent to the date of this Trust Indenture of Qualified Capital Stock of the Corporation or warrants, options or other rights to acquire Qualified Capital Stock of the Corporation or Convertible Debentures and 100% of the principal amount of any Indebtedness of the Corporation or any Restricted Subsidiary (other than Indebtedness that by its terms is subordinated to the Debentures) that has been converted into or exchanged for Qualified Capital Stock of the Corporation (other than to the extent of any Qualified Capital Stock issued to any Restricted Subsidiary of the Corporation); and

without duplication of any amounts included in clause (iii)(B) above, 100% of the aggregate net cash proceeds of any equity contribution received by the Corporation from any Person subsequent to the date of this Trust Indenture (excluding, in the case of clauses (iii)(B) and (C) any net cash proceeds from a Public Equity Offering to the extent used to redeem the Debentures in compliance with provisions applicable to such Debentures); and

$50 million; and

without duplication, the sum of:

the aggregate amount of the return to capital with respect to any Investment (other than a Permitted Investment) made subsequent to the date of this Trust Indenture whether through interest payments, principal payments, dividends or other distributions or payments;

the net cash proceeds received by the Corporation or any of its Restricted Subsidiaries from the disposition of all or any portion of such Investments (other than to a Subsidiary of the Corporation); and

upon redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, the Fair Market Value of such Subsidiary proportionate to the Corporation’s equity interest in such Subsidiary;

The foregoing provisions will not prohibit:

the payment of any dividend or distribution within 60 days after the date of declaration of such dividend or distribution if the dividend or distribution would have been permitted on the date of declaration; provided that at the time of such payment, no Default or Event of Default shall have occurred and be continuing (or result therefrom);

the redemption, repurchase, or other acquisition or retirement for value of any shares of Capital Stock of the Corporation, either (i) solely in exchange for shares of Qualified Capital Stock of the Corporation or (ii) through the application of net proceeds of a substantially concurrent sale for cash (other than to a Restricted Subsidiary of the Corporation) of shares of Qualified Capital Stock of the Corporation;

the defeasance, redemption, repurchase or other acquisition of any Subordinated Indebtedness either (i) solely in exchange for shares of Qualified Capital Stock of the Corporation, or (ii) through the application of net proceeds of (a) a substantially concurrent sale for cash (other than to a Restricted Subsidiary of the Corporation) of shares of Qualified Capital Stock of the Corporation, or (b) Refinancing Indebtedness of such Subordinated Indebtedness or (iii) with the substantially concurrent receipt of a cash equity capital contribution from any Person to defease, redeem, repurchase or otherwise acquire such Indebtedness;

the defeasance, redemption, repurchase or other acquisition of any Convertible Debentures solely in exchange for shares of Qualified Capital Stock of the Corporation;

if no Default or Event of Default shall have occurred and be continuing, the redemption, repurchase, or other acquisition or retirement for value by the Corporation of Common Stock of the Corporation from current or former officers, directors and employees of the Corporation or any of its Subsidiaries at any time or from their authorized representatives upon the death, disability or termination of employment of such employees or termination of their seat on the board of the Corporation, in an aggregate amount not to exceed $2.0 million in any calendar year;

the repurchase of Common Stock deemed to occur upon the exercise of stock options to the extent such Common Stock represents a portion of the exercise price of such stock options;

the purchase of any Indebtedness that by its terms is subordinated to the Debentures at a purchase price not greater than 101% of the principal amount of such Subordinated Indebtedness or Convertible Debentures in the event of a “change of control” in accordance with provisions similar to the provisions of Section 5.17; provided that, prior to or simultaneously with such repurchase, the Corporation has made the Change of Control Offer as provided in that covenant with respect to the Debentures and has repurchased all Debentures validly tendered for payment in connection with such Change of Control Offer.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries

pay dividends or make any other distributions on or in respect of its Capital Stock;

make loans or advances to the Corporation or any other Restricted Subsidiary of the Corporation or to pay any Indebtedness or other obligation owed to the Corporation or any other Restricted Subsidiary of the Corporation; or

transfer any of its property or assets to the Corporation or any other Restricted Subsidiary of the Corporation,

applicable law, rule, regulation or order;

this Indenture, the Debentures and the Guarantees, or any indenture governing debt securities that are permitted to be incurred under this Indenture and are no more restrictive, taken as a whole, with respect to dividend and other payment restrictions affecting Restricted Subsidiaries than those contained in this Indenture, the Debentures and the Guarantees;

customary non-assignment provisions of any contract or of any lease governing a leasehold interest of, or any license held by, any Restricted Subsidiary of the Corporation;

any instrument or agreement of a Person acquired by the Corporation or by any Restricted Subsidiary of the Corporation or governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired and which encumbrance or restriction was not incurred by such Person in connection with, or in anticipation or contemplation of such Person being acquired by the Corporation or a Restricted Subsidiary;

agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date;

any restrictions under the Credit Agreement provided such restrictions are no more restrictive, taken as a whole, than those contained in the Credit Agreement on the date of this Trust Indenture;

restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien;

restrictions imposed by any agreement to sell or dispose of assets or Capital Stock, which sale or disposition is permitted under this Indenture, pending the closing of such sale or disposition;

customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) or in licenses or leases or in asset or stock sale agreements or agreements similar to any of the foregoing entered into in the ordinary course of business;

restrictions on net worth or on cash or other deposits imposed by customers under contracts entered into in the ordinary cause of business;

mortgages, purchase money obligations for property acquired in the ordinary course of business or Capitalized Lease Obligations that impose restrictions on that property of the nature described in clause (c) of the preceding paragraph; and

an agreement amending, supplementing, modifying, restating, renewing, replacing, substituting, refinancing, increasing, refunding, extending, deferring or restructuring an agreement referred to in clauses (ii), (iv), (v), and (vii) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such agreement are no less favourable to the Corporation in any material respect as determined by the Board of Directors of the Corporation in its reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clauses (ii), (iv), (v), and (vii).

Limitation on Incurrence of Additional Indebtedness

The Corporation will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) any Indebtedness; provided, however, that if no Default or Event of Default shall occur as a consequence of the incurrence of any such Indebtedness, the Corporation or any of its Restricted Subsidiaries that is, or upon such incurrence becomes, a Guarantor may incur Indebtedness (including, without limitation, Acquired Indebtedness) and any Restricted Subsidiary of the Corporation that is not, or will not upon such incurrence become, a Guarantor may incur Acquired Indebtedness, in each case if on the date of the incurrence of such Indebtedness, after giving pro forma effect to the incurrence thereof and the application of the net proceeds from the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Corporation is greater than 2.0 to 1.0.

Section 5.12(a) will not prohibit the incurrence of any Permitted Indebtedness.

Limitation on Asset Sales

The Corporation will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

the Corporation or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets sold or otherwise disposed of;

at least 75% of the consideration received by the Corporation or the Restricted Subsidiary, as the case may be, from such Asset Sale is in the form of cash, Cash Equivalents and/or Additional Assets; provided that for purposes of the provision, each of the following will be deemed to be cash:

the amount of any liabilities (as shown on the Corporation’s or such Restricted Subsidiary’s most recent balance sheet) of the Corporation or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Debentures or any Guarantee of a Guarantor) that are expressly assumed by the transferee of any such assets and as a result of which the Corporation and the Restricted Subsidiaries are no longer obligated with respect to such liabilities; and

any securities, notes or other obligations received by the Corporation or such Restricted Subsidiary from such transferee that are converted (by sale or other disposition) by the Corporation or such Restricted Subsidiary into cash or Cash Equivalents within 180 days of such Asset Sale, to the extent of the cash or Cash Equivalents received in that conversion.

The Corporation shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 365 days of receipt thereof either:

to prepay obligations under the term loan portion of the Credit Agreement arising by reason of such Asset Sale or pay obligations under any revolving credit facility that effect a permanent reduction in the availability under such revolving credit facility or permanently repay other Indebtedness of any non-Guarantor Restricted Subsidiary;

to invest or reinvest in Additional Assets (including by means of an Investment in Additional Assets by a Restricted Subsidiary with Net Cash Proceeds received by the Corporation or another Restricted Subsidiary);

to make capital expenditures to improve existing assets; or

a combination of prepayment, investment or expenditure permitted by the foregoing clauses (i), (ii) and (iii).

Notwithstanding the foregoing clause (b) above, (i) any investment in Additional Assets within 180 days prior to an Asset Sale (including a deemed investment as provided for in clause (d) below) shall be deemed to satisfy clause (b)(ii) above with respect to any such Asset Sale and (ii) any capital expenditure (including a deemed capital expenditure as provided for in clause (d) below) made to improve existing assets within 180 days prior to an Asset Sale shall be deemed to satisfy clause (b)(iii) above with respect to any Asset Sale.

If (i) any portion of Net Cash Proceeds are not invested or reinvested in Additional Assets as contemplated by clause (b)(ii) above or used to make capital expenditures as contemplated by clause (b)(iii) above within 365 days of receipt thereof, (ii) such portion of Net Cash Proceeds are, within 365 days of receipt thereof, segregated from the general funds of the Company for investment in identified Additional Assets or the making of an identified capital expenditure to improve identified existing assets, and (iii) the Company or any Restricted Subsidiary has, within 365 days of receipt of such Net Cash Proceeds, entered into a binding contractual commitment upon customary conditions (including a purchase agreement or purchase order) to acquire such identified Additional Assets or such other assets as are contemplated by such identified capital expenditure, with the vendor of such assets, then the Company or such Restricted Subsidiary shall be deemed to have invested such Net Cash Proceeds in accordance with clause (b)(ii) or (b)(iii) above as applicable; provided that, in the event such acquisition shall not be completed in accordance with such binding contractual commitment in whole or in part, such binding contractual commitment shall have been terminated in whole or in part, such acquisition shall be abandoned in whole or in part, or such Net Cash Proceeds are not otherwise applied to fund such acquisition in whole or in part, then the Net Cash Proceeds (or balance of Net Cash Proceeds related to the non-completed portion of a binding contractual commitment in the event of a partial completion, termination, abandonment or application) shall be applied in accordance with clause (e) below.

Pending the final application of such Net Cash Proceeds, the Corporation may temporarily reduce borrowings under the Credit Agreement or any other revolving credit facility or otherwise use the Net Cash Proceeds in any manner not prohibited by this Indenture. On the 366th day after an Asset Sale or such earlier date, if any, as the Board of Directors of the Corporation or of such Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in clauses (i), (ii), (iii) and (iv) of Section 5.13(b) (each, a “Net Proceeds Offer Trigger Date”), any portion of the Net Cash Proceeds that have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (i), (ii), (iii) and (iv) of Section 5.13(b) (each a “Net Proceeds Offer Amount”) shall be subsequently applied by the Corporation or such Restricted Subsidiary to make offers to purchase (the “Net Proceeds Offer”) on a date (the “Net Proceeds Offer Payment Date”) not less than 30 nor more than 60 days following the applicable mailing of the Net Proceeds Offer, from all Debentureholders and all holders of other Indebtedness of the Corporation ranking pari passu with the Debentures and containing similar provisions regarding offers to purchase with the net proceeds of the sale of assets, on a pro rata basis, that amount of Debentures and such other pari passu Indebtedness equal to the Net Proceeds Offer Amount. The purchase price for the Debentures pursuant to such Net Proceeds Offer will be 100% of the principal amount of the Debentures to be purchased, plus accrued and unpaid interest thereon, if any, to the date of purchase. If at any time any non cash consideration received by the Corporation or any Restricted Subsidiary of the Corporation, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non cash consideration), then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the amount of cash received (other than such interest) shall constitute Net Cash Proceeds thereof shall be applied in accordance with this covenant.

The Corporation may defer the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $20.0 million resulting from one or more Asset Sales (at which time, the entire unutilized Net Proceeds Offer Amount, and not just the amount in excess of $20.0 million, shall be applied as required pursuant to this covenant).

In the event of the transfer of substantially all (but not all) of the property and assets of the Corporation and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 9.1, which transaction does not constitute a Change of Control, the successor corporation shall be deemed to have sold the properties and assets of the Corporation and its Restricted Subsidiaries not so transferred for purposes of this covenant, and shall comply with the provisions of this covenant with respect to such deemed sale as if it were an Asset Sale. In addition, the Fair Market Value of such properties and assets of the Corporation or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this covenant.

Each Net Proceeds Offer will be mailed to the Debentureholders as shown on the register of Debentureholders within 30 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply with the procedures set forth in this Indenture. Upon receiving notice of the Net Proceeds Offer, Debentureholders may elect to tender their Debentures in whole or in part in integral multiples of $1,000 in exchange for cash. To the extent Debentureholders properly tender Debentures in an amount exceeding the Net Proceeds Offer Amount, the Trustee will select the Debentures to be purchased on a pro rata basis. A Net Proceeds Offer shall remain open for a period of 20 business days or such longer period as may be required by law. If any Net Cash Proceeds remain after the consummation of any Net Proceeds Offer, the Corporation may use those Net Cash Proceeds for any purpose not otherwise prohibited by this Indenture. Upon completion of each Net Proceeds Offer, the amount of Net Cash Proceeds will be reset at zero.

The Corporation will comply with the requirements of Applicable Securities Legislation in connection with the repurchase of Debentures pursuant to a Net Proceeds Offer. To the extent that the provisions of Applicable Securities Legislation conflict with this Section 5.13 or Section 5.14, the Corporation shall comply with Applicable Securities Legislation and shall not be deemed to have breached its obligations under this Section 5.13 or Section 5.14 by virtue thereof.

Repurchase Upon Application of Net Cash Proceeds

In the event that, pursuant to Section 5.13, the Corporation shall be required to commence a Net Proceeds Offer, it shall follow the procedures specified in this Section 5.14.

The notice of a Net Proceeds Offer shall contain all instructions and materials necessary to enable such Debentureholders to tender Debentures pursuant to the Net Proceeds Offer. Each Net Proceeds Offer will be mailed to all Debentureholders as shown on the register of Debentureholders within 30 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply with the procedures set forth in this Indenture. Upon receiving notice of the Net Proceeds Offer, Debentureholders may elect to tender their Debentures in whole or in part in integral multiples of $1,000 in exchange for cash. A Net Proceeds Offer shall remain open for a period of 20 Business Days or such longer period as may be required by law. Upon the expiration of that period, the Corporation shall promptly (but in any event within three Business Days following such expiration) purchase the Debentures and any such other pari passu Indebtedness properly tendered in accordance with this Section 5.14 and Section 5.13. The notice, which shall govern the terms of the Net Proceeds Offer, shall state:

that the Net Proceeds Offer is being made pursuant to this Section 5.14 and Section 5.13;

the Net Proceeds Offer Amount, the Purchase Price and the Purchase Date;

that any Debentures not properly tendered or otherwise not accepted for repurchase shall continue to accrue interest;

that, unless the Corporation defaults in the payment of the amount due on the Purchase Date, all Debentures or portions thereof accepted for repurchase pursuant to the Net Proceeds Offer shall cease to accrue interest, if any, after the Purchase Date;

that Debentureholders electing to have any Debentures repurchased pursuant to any Net Proceeds Offer shall be required to tender the Debentures together with such other documents and requirements described in the Net Proceeds Offer, or transfer by book entry transfer, to the Corporation, a Depositary, if appointed by the Corporation, or a paying agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Purchase Date;

that Debentureholders will be entitled to withdraw their election if the Corporation, the Depositary or the paying agent, as the case may be, receives, not later than the second Business Day preceding the Purchase Date, a facsimile transmission or letter setting forth the name of the Debentureholder, the principal amount of the Debentures delivered for repurchase and a statement that such Holder is withdrawing his election to have such Debentures repurchased in whole or in part; and

that, to the extent Debentureholders properly tender Debentures (along with any other pari passu Indebtedness of the Corporation properly tendered) in an amount exceeding the Net Proceeds Offer Amount, the tendered Debentures will be purchased pro rata based on the aggregate amounts of Debentures and other pari passu Indebtedness of the Corporation properly tendered (and the Trustee shall select the tendered Debentures of tendering Debentureholders pro rata based on the amount of Debentures and other pari passu Indebtedness of the Corporation properly tendered).

On or before 11:00 A.M. Toronto time on the Purchase Date, the Corporation shall to the extent lawful, (i) accept for payment, pro rata in accordance with this Indenture to the extent necessary, the Net Proceeds Offer Amount of Debentures or portions thereof properly tendered pursuant to the Net Proceeds Offer (along with any other pari passu Indebtedness of the Corporation properly tendered), or if less than the Net Proceeds Offer Amount has been tendered, all Debentures properly tendered, (ii) deposit with the paying agent an amount equal to the Purchase Price, plus accrued and unpaid interest, if any, thereon to the Purchase Date in respect of all Debentures or portions thereof so tendered and accepted for repurchase less any taxes required by law to be deducted, subject to Sections 4.9 and 5.22 and (iii) deliver or cause to be delivered to the Trustee the Debentures so accepted together with an Officers’ Certificate stating the aggregate principal amount of Debentures or portions thereof being repurchased by the Corporation. The paying agent shall promptly (but in any case not later than five days after the Purchase Date) mail to each Holder of Debentures so repurchased the amount due in connection with such Debentures, and the Corporation shall promptly issue a new Debenture, and the Trustee, upon written request from the Corporation in the form of an Officers’ Certificate shall authenticate and mail or deliver such new Debenture to such Debentureholder, in a principal amount equal to any unpurchased portion to the Debentureholder thereof; provided that each such new Debenture shall be in a principal amount of $1,000 or an integral multiple thereof. The Corporation shall publicly announce the results of the Net Proceeds Offer on or as soon as practicable after the Purchase Date if required by applicable law.

If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest, if any, in each case to the Purchase Date, shall be paid to the Person in whose name a Debenture is registered at the close of business on such record date.

Limitations on Transactions with Affiliates

The Corporation will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, an “Affiliate Transaction”), other than (i) Affiliate Transactions permitted under paragraph (b) below and (ii) Affiliate Transactions on terms that are no less favourable to the Corporation or the relevant Restricted Subsidiary than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s length basis from a Person that is not an Affiliate of the Corporation or such Restricted Subsidiary.

The restrictions set forth in paragraph (a) of this Section 5.15 shall not apply to:

reasonable and customary directors’ fees, indemnification and similar arrangements, employees’ salaries, bonuses or employment agreements, compensation or employee benefit arrangements and incentive arrangements with any officer, director or employee of the Corporation or any Restricted Subsidiary entered into in the ordinary course of business and payments under any indemnification arrangements permitted by applicable law, as determined in good faith by the Corporation’s Board of Directors;

transactions exclusively between or among the Corporation and any of its Restricted Subsidiaries that are the Guarantors or exclusively between or among such Restricted Subsidiaries that are the Guarantors; provided that such transactions are not otherwise prohibited by this Indenture;

any agreement as in effect as of the Issue Date or any amendment, supplement, modification, restatement, renewal, replacement, refinancing, increase, refunding, extension, substitution or restructuring thereof or thereto or any transaction contemplated by any of the foregoing, so long as any such amendment, supplement, modification, restatement, renewal, replacement, refinancing, increase, refunding, extension, substitution or restructuring is no less favourable to the Corporation or the relevant Restricted Subsidiary in any material respect than the original agreement as in effect on the Issue Date;

loans or advances to directors, officers or employees in the ordinary course of business in an amount not to exceed $1.0 million per fiscal year;

Restricted Payments, Permitted Investments (other than Permitted Investments under clause (xvi) of the definition thereof) and intercompany Indebtedness permitted by this Indenture;

any transaction with an Affiliate where the only consideration paid by the Corporation or any Restricted Subsidiary is Qualified Capital Stock of the Corporation;

sales of Capital Stock (other than Disqualified Capital Stock) of the Corporation to Affiliates of the Corporation; and

payments or other transactions pursuant to any tax sharing agreement approved by the Board of Directors of the Corporation or the relevant Restricted Subsidiary between the Corporation (or any Restricted Subsidiary) and any other Person with which the Corporation (or Restricted Subsidiary) files a consolidated tax return or with which the Corporation (or Restricted Subsidiary) is part of a consolidated group for tax purposes, but only to the extent that amounts payable from time to time by the Corporation under any such agreement do not exceed the corresponding tax payments that the Corporation would have been required to make to any relevant taxing authority had the Corporation not joined in such consolidated or combined return, but instead had filed returns including only the Corporation.

Limitation on Liens

in the case of Liens securing obligations subordinated in right of payment to the Debentures or the Guarantee of a Guarantor, the Debentures or the Guarantee of such Guarantor, as the case may be, are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens; and

in all other cases, the Debentures or the Guarantee of such Guarantor, as the case may be, are equally and rateably secured by a Lien or such property assets or proceeds,

Offer to Repurchase upon Change of Control

Upon the occurrence of a Change of Control, each Debentureholder will have the right to require that the Corporation purchase all or a portion of such Debentureholder’s Debentures pursuant to the offer described below (the “Change of Control Offer”), at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest thereon to the Purchase Date.

Within 30 days following the date on which a Change of Control occurs, the Corporation shall notify the Trustee and give written notice of such Change of Control to each Debentureholder by first class mail, postage prepaid, at its address appearing in the register, stating, among other things: (i) the purchase price and the purchase date, which will be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed; (ii) that any Debenture not tendered will continue to accrue interest; (iii) that, unless the Corporation defaults in the payment of the purchase price, and Debenture accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control purchase date; (iv) that Debentureholders electing to have any Debentures purchased pursuant to a Change of Control Offer shall be required to surrender the Debentures together with such other forms or documents, if any, described in the notice, to the Trustee at the address specified in the notice prior to the close of business on the second Business Day preceding the purchase date (the “Change of Control Purchase Date”); (v) that Debentureholders shall be entitled to withdraw their election if the Trustee received, not later than the close of business on the second Business Day preceding the purchase date the Change of Control Purchase Date, a facsimile transmission or letter setting forth the name of the Debentureholder, the principal amount of Debentures delivered for purchase, and a statement that such Debentureholder is withdrawing his election to have such Debenture purchased; (vi) that Debentureholders whose Debentures are being purchased only in part shall be issued new Debentures equal in principal amount to the unpurchased portion of the Debentures surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof; (vii) the instructions that the Debentureholder must follow in order to tender their Debentures; and (viii) the circumstances and relevant facts regarding such Change of Control.

The Corporation will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Corporation and purchases all Debentures validly tendered and not withdrawn under such Change of Control Offer.

The Corporation will comply with Applicable Securities Legislation in connection with the repurchase of Debentures pursuant to a Change of Control Offer. To the extent that the provisions of any Applicable Securities Legislation conflict with this Section 5.17 or any other provision of this Indenture or a supplemental indenture, the Corporation shall comply with Applicable Securities Legislation and shall not be deemed to have breached its obligations under this Section 5.17 or, as the case may be, by virtue thereof.

Additional Subsidiary Guarantees

Conduct of Business

Limitations on Sale and Leaseback Transactions

the Corporation or such Restricted Subsidiary could have (a) incurred the Attributable Indebtedness with respect to such Sale and Leaseback Transaction pursuant to Section 5.12 and (b) incurred a Lien to secure such Indebtedness without equally and ratably securing the Debentures pursuant to Section 5.16;

the consideration received in connection with such Sale and Leaseback Transaction is at least equal to the Fair Market Value of the asset that is the subject of such Sale and Leaseback Transaction; and

the transfer of assets in such Sale and Leaseback Transaction is permitted by, and the Corporation or the applicable Restricted Subsidiary applies the proceeds of such transaction in accordance with, Section 5.13.

Limitation on Designation of Unrestricted Subsidiaries

The Corporation may designate any Subsidiary of the Corporation as an “Unrestricted Subsidiary” under this Indenture (a “Designation”) only if:

no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; and

the Corporation would be permitted to make, at the time of such Designation, an Investment pursuant to Section 5.10(a) in an amount (the “Designation Amount”) equal to the Fair Market Value of the Corporation’s proportionate interest in such Subsidiary on such date.

No Subsidiary shall be designated as an “Unrestricted Subsidiary” unless: